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Patels Airtemp (India) Ltd.

NOTICE
NOTICE is hereby given that the 23rd Annual General Meeting of the Members of PATELS AIRTEMP
(INDIA) LIMITED will be held on Saturday, the 19th September, 2015 at 10.00 a.m. at the Registered
Office of the Company at 5 th Floor, Kalpana Complex, Nr. Memnagar Fire Station, Navrangpura,
Ahmedabad 380 009 to transact the following business :
ORDINARY BUSINESS
1.

To approve and adopt the Audited Balance Sheet as on 31st March, 2015 and Statement of Profit &
Loss for the year ended on that date and the Reports of the Directors and Auditors thereon.

2.

To declare dividend.

3.

To appoint a director in place of Shri Sanjivkumar. N. Patel (DIN No: 02794095), who retires by
rotation and being eligible offers himself for re-appointment.

4.

To appoint M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad having Registration No.
107525W as Statutory Auditors of the Company for conclusion of the next Annual General Meeting
to be held in the year 2016 and to fix their Remuneration.

SPECIAL BUSINESS
To consider and if thought fit to pass with or without modification(s) the following resolutions as an
Ordinary Resolution:
5.

To appoint Smt. Veenaben B. Patel (DIN: 07131341 ) as an Independent/Non Executive Woman


Director
RESOLVED THAT pursuant to the provisions of section 149, 150, 152 read with Schedule IV and
all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and
Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment
thereof for the time being in force) and Clause 49 of the Listing Agreement, Smt Veenaben B. Patel
(DIN: 07131341) appointed as an women Independent Director in Board Meeting Dated 30 th March,
2015 and who holds office up to the date of this Annual General Meeting and in respect of whom the
Company has received a notice in writing from a member proposing her candidature for the office of
Director, be and is hereby appointed as an Independent Director of the Company to hold office for
5 (five) consecutive years for a term up to the conclusion of the 28th Annual General Meeting of the
Company in the calendar year 2020 not liable to retire by rotation.

To consider and if thought fit to pass with or without modification(s) the following resolutions as
Special Resolutions:
6.

Appointment of Shri Narayanbhai G. Patel (DIN:00023107) as Chairman & Whole-time Director


of the Company.
RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable
provisions, if any, of the Companies Act, 2013 (the Act) read with Schedule V to the Act and Rules
framed there under, (including any statutory modifications or amendments or re-enactment thereof
for the time being in force) and such other approval / permissions, if and as may be required, the
consent of the members be and is hereby accorded to the appointment of Shri Narayanbhai G. Patel
(DIN: 00023107) who has attained the age of 75 years as Chairman & Whole Time Director of the
Company for a period of five years from 20th May, 2015 to 19th May, 2020 at a remuneration of
` 1,80,000/- p.m. approved by the Nomination and Remuneration Committee (NRC) and such
other terms and conditions including remuneration as set out in the explanatory statement hereto
annexed.
RESOLVED FURTHER THAT in the event of any loss or inadequacy of profits in any financial year
of the company during the tenure of Shri Narayanbhai G. Patel as Chairman & Whole Time Director
of the company, the remuneration payable to him shall be in accordance with the limits prescribed
as to the remuneration payable and which may be considered as minimum remuneration payable
to the appointee.

23 rd Annual Report 2014-2015

7.

8.

RESOLVED FURTHER THAT Shri Narayanbhai G. Patel, Chairman of the Company be and is
hereby authorised to file the necessary forms in this regard with the Registrar of Companies, Gujarat,
and to do all such acts, things, deeds which may be necessary in this regard.
Appointment of Shri Prakashbhai N. Patel (DIN: 00249210) as Managing Director of the Company.
RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable
provisions, if any, of the Companies Act, 2013 (the Act) read with Schedule V to the Act and Rules
framed there under, (including any statutory modifications or amendments or re-enactment thereof
for the time being in force) and subject to approval of members at the ensuing Annual General
Meeting and such other approval / permissions, if any as may be required, the consent of the Board
be and is hereby accorded to the appointment of Shri Prakashbhai N. Patel (DIN : 00249210) as the
Managing Director of the Company for five years with effect from 20th May, 2015 to 19th May, 2020
at a remuneration of ` 1,80,000/- p.m. approved by the Nomination and Remuneration Committee
(NRC) and such other terms and conditions as set out in the explanatory statement hereto annexed.
RESOLVED FURTHER THAT in the event of any loss or inadequacy of profits in any financial year
of the company during the tenure of Shri Prakashbhai N. Patel as Managing Director of the company,
the remuneration payable to him shall be in accordance with the limits prescribed as to the
remuneration payable and which may be considered as minimum remuneration payable to the
appointee.
RESOLVED FURTHER THAT Shri Narayanbhai G. Patel, Chairman of the Company be and is
hereby authorised to file the necessary forms in this regard with the Registrar of Companies, Gujarat,
and to do all such acts, things, deeds which may be necessary in this regard.
Appointment of Shri Sanjivkumar N. Patel (DIN:02794095) as Managing Director of the Company.
RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable
provisions, if any, of the Companies Act, 2013 (the Act) read with Schedule V to the Act and Rules
framed there under, (including any statutory modifications or amendments or re-enactment thereof
for the time being in force) and subject to approval of members at the ensuing Annual General
Meeting and such other approval / permissions, if any as may be required, the consent of the Board
be and is hereby accorded to the appointment of Shri Sanjivkumar N. Patel (DIN : 02794095) as the
Managing Director of the Company for five years with effect from 20th May, 2015 to 19th May, 2020
at a remuneration of ` 1,80,000/- p.m. approved by the Nomination and Remuneration Committee
(NRC) and such other terms and conditions as set out in the explanatory statement hereto annexed.
RESOLVED FURTHER THAT in the event of any loss or inadequacy of profits in any financial year
of the company during the tenure of Shri Sanjivkumar N. Patel as Managing Director of the company,
the remuneration payable to him shall be in accordance with the limits prescribed as to the
remuneration payable and which may be considered as minimum remuneration payable to the
appointee.
RESOLVED FURTHER THAT Shri Narayanbhai G. Patel, Chairman of the Company be and is
hereby authorised to file the necessary forms in this regard with the Registrar of Companies, Gujarat,
and to do all such acts, things, deeds which may be necessary in this regard.
By Order of the Board of Directors

Place : Rakanpur
Date : 20th May, 2015

NARAYANBHAI G. PATEL
CHAIRMAN & MANAGING DIRECTOR

NOTES:1.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A


PROXY AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY SO APPOINTED NEED
NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING PROXY SHOULD
HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS
THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

Patels Airtemp (India) Ltd.


2.

The relevant Explanatory Statements pursuant to Section 102(1) of the Companies Act, 2013 in
respect of the Special Business items set out in the notice is annexed hereto.

3.

As required in terms of paragraph IV(G)(i) of Clause 49 of the Listing Agreement, the details of the
directors seeking appointment/reappointment at the Meeting are given in detail, is annexed hereto.

4.

The Register of Members and Share Transfer Books of the Company will remain closed from
Thursday, the 10 th September, 2015 to Saturday, the 19 th September, 2015 (both days
inclusive).

5.

Members are requested to :


(i)

notify promptly the change in their registered address, if any, to the Registrar and Share
Transfer Agent M/s. Bigshare Services Pvt. Ltd. quoting folio number, if the shares are held in
physical form and to their Depository Participant, if the shares are held in demat form.

(ii)

notify promptly their E-mail address for speedier and faster means of communication with the
company, by sending communication either to our Registrar and Share Transfer Agent M/
s.Bigshare Services Pvt. Ltd. by quoting their Ledger Folio No., if the shares are held in
physical mode and to their Depository Participants, if the shares are held in demat mode,
quoting their DP ID and Client ID.

(iii) Bring their copy of the Annual Report and the attendance slips duly filled in with them, for
attending the meeting. Demat holders are requested to bring their Client ID and DP ID No.
for easier identification of attendance at the meeting.
(iv) Approach the Registrar & Share Transfer Agent for consolidation of folios, if physical
shareholdings are under multiple folios.
(v)

Address their questions/queries in writing to the Company, desirous of obtaining any


information concerning the accounts and operation of the company, so as to reach at least
seven days before the date of the meeting.

(vi) In view of the circular issued by SEBI, the Electronic Clearing Services (ECS/NECS) facility
should mandatorily be used by the companies for the distribution of dividend to its members.
In order to avail the facility of ECS/NECS, members holding shares in physical form are
requested to provide bank account details to the Company or its Registrar and Share Transfer
Agents.
6.

Those shareholders who have not encashed their dividend warrants for the financial year Final
Dividend for the year 2007-08, Dividend for the year 2008-09, dividend for the financial year
2009-10, Dividend for the Financial Year 2010-11, Dividend for the Financial Year 2011-12,
Dividend for the Financial Year 2012-13 & Dividend for the Financial Year 2013-14, are
advised to submit their claim to the Registrar / Company immediately quoting their folio number.
The Unpaid / Unclaimed Dividend for the year, 2007-08, 2008-09, 2009-10, 2010-11, 201112, 2012-13 & 2013-14 will become due for transfer to Investor Education & Protection Fund
Account in October / November, 2015 & thereafter. Once the unclaimed dividend is transferred
to the fund, no claim shall lie against the fund or the Company in respect of the individual
amounts which were unclaimed or unpaid.
Please note that any dividend amount for 2007-08 (Final) remaining unclaimed / unpaid
along with shares held in these folios shall be transferred to the Investor Education and
Protection Fund account October / November, 2015 & thereafter.

7.

The Securities and Exchange of Board of India (SEBI) has mandated the submission of Permanent
Account Number (PAN) by every participant in securities market. Members holding shares in
electronic form are, therefore, requested to submit PAN to their Depository Participants with whom
they are maintaining their demat account. Members holding shares in physical form can submit
their PAN details to the Company/ Registrars and Transfer Agents, M/s. Bigshare Services Pvt.
Ltd.

23 rd Annual Report 2014-2015


8.

All documents referred to in the accompanying notice and Explanatory Statements are open for
inspection at the Registered Office of the Company on all working days except Saturday and
Sunday between 11.00 a.m. to 3.00 p.m. up to the date of Annual General Meeting of the company.

9.

The Companys Shares have been activated for dematerialization both with National Securities
Depository Ltd. and Central Depository Services (India) Ltd. Those shareholders who wish to hold
shares in electronic form may approach their Depository Participants. The existing ISIN No. of the
Equity Shares of the company is INE082C01024.

10. The Notice of 23rd Annual General Meeting and the Annual Report 2014-15 will also be available
on the Companys website www.patelsairtemp.com for download by the members. The physical
copies of the aforesaid documents will also be available at the Companys Registered Office for
inspection during working hours.
11. The Company shall also provide facility for voting through polling paper which shall be available
at the meeting and members attending the meeting who have not already casted their vote by evoting shall be able to exercise their right to vote at the meeting.
12. The members who have casted their vote by remote e-voting prior to the meeting may also attend
the meeting but shall not be entitled to cast their vote again.
13. The instructions for shareholders voting electronically are as under:
(i)

The voting period begins on Wednesday, 16th September, 2015 from 9.00 a.m. (IST) and
ends on Friday, 18th September, 2015 at 05.00p.m. (IST). During this period shareholders' of
the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date (record date) of Saturday, 12th September, 2015, may cast their vote electronically.
The e-voting module shall be disabled by CDSL for voting thereafter.

(ii)

The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on "Shareholders" tab to cast your votes.


(iv) After that Now Enter your User ID

(v)

a)

For CDSL: 16 digits beneficiary ID,

b)

For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c)

Members holding shares in Physical Form should enter Folio Number registered with
the Company.

Next enter the Image Verification as displayed and Click on Login. If you are holding shares
in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of
any company, then your existing password is to be used.

(vi) If you are first time user follow the steps given below:For Members holding shares in Demat Form and Physical Form
For Members holding Shares in Demat Form and Physical Form
PAN

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department


(Applicable for both demat shareholders as well as physical shareholders)
A) Members who have not updated their PAN with company/Depository
Participant are requested to use the first two letters of their name and the 8
digits of the sequence number in the PAN Field. The Sequence Number is
printed on Postal Ballot Form .
B) In case the folio no is less than 8 digits enter the applicable number of 0's
before the number after the first two characters of the name in CAPITAL
letters. Eg. If your name is Ramesh Kumar with sequence number 1 then
enter RA00000001 in the PAN field.

Patels Airtemp (India) Ltd.


DOB

Enter the Date of Birth as recorded in your demat account or in the company
records for the said demat account or folio in dd/mm/yyyy format. If the correct
information is not registered with the Depositories / Company, please do not
enter any value in this field.

Dividend
Enter the Dividend Bank Details as recorded in your demat account or in the
Bank Details # company records for the said demat account or folio.
Please enter the DOB or Dividend Bank Details in order to login. If the details
are not recorded with the depository or company please enter the member id /
folio number in the Dividend Bank details field as mentioned in instruction (iv).
* This is mandatory field to be entered.
# Please enter the DOB or Dividend bank details in order to login.
(vii) After entering these details appropriately, click on "SUBMIT" tab.
(viii) Members holding shares in physical form will then directly reach the Company selection
screen. However, members holding shares in demat form will now reach 'Password Creation'
menu wherein they are required to mandatorily enter their login password in the new password
held. Kindly note that this password is to be also used by the demat holders for voting for
resolutions of any other company on which they are eligible to vote, provided that company
opts for e-voting through CDSL platform. It is strongly recommended not to share your password
with any other person and take utmost care to keep your password confidential.
(ix) For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(x)

Click on the <EVSN> of the PATELS AIRTEMP (INDIA) LIMITED.

(xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the
option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies
that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
(xiii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation
box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote,
click on "CANCEL" and accordingly modify your vote.
(xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
(xv) You can also take out print of the voting done by you by clicking on "Click here to print" option
on the Voting page.
(xvi) If Demat account holder has forgotten the same password then Enter the User ID and the
image veri!cation code and click on Forgot Password & enter the details as prompted by the
system.
(xvii)Note for Institutional Shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) and Custodian are
required to log on to https ://evotingindia.co.in and register themselves as Corporate.

A scanned copy of the registration form bearing stamp and sign of the entity should be
emailed to heldpdesk.evoting @cdslindia.com.

After receiving the log in details a compliance user should be created using the admin
log in and password. The compliance user would be able to link the account(s) for which
they wish to vote on.

After receiving the log in details a compliance user should be created using the admin
login and password. The compliance user would be able to link the account for which
they wish to vote on.

The list of account should be mail to helpdesk.evoting@cdslindia.com and on approval


of account they would be able to cast their vote.

23 rd Annual Report 2014-2015

A scanned copy of the Board Resolution and power of Attorney (POA) which they have
issued in favour of the custodian, if any should be uploaded in PDF format in the system
for the scrutinizer to verify the same.

In case you have any queries or issues regarding e-voting, you may refer the Frequently
Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.co.in under
help section or write an email to helpdesk.evoting@cdslindia.com.
The Company has appointed Shri Punit S. Lath, Practicing Company Secretary, who in the
opinion of the Board is a duly qualified person, as a Scrutinizer who will collate the electronic
voting process in a fair and transparent manner.
The Scrutinizer shall within a period of three working days from the date of conclusion of the
shareholders meeting, submit his report after consolidation of e-voting and the votes in the
shareholders meeting, cast in favour of or against, if any, to the Chairman of the Company.
Results will be uploaded on the Company's website as well as intimated to the Bombay Stock
Exchanges.
STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 5
Smt. Veenaben B. Patel (DIN: 07131341) is an Additional Director appointed by the Board in its
meeting Dated 30th March, 2015 upto the ensuing Annual General Meeting.
In terms of section 149 and other applicable provisions of the Companies Act, 2013, Smt. Veenaben B.
Patel being eligible, it is proposed to be appoint herself as an Independent Director for five consecutive
years for a term up to the conclusion of the 28th AGM in the Calendar Year 2020. A notice has been
received from a member along with deposit of requisite amount under section 160 of the Act proposing
Smt. Veenaben B. Patel as a candidate for the office of Director of the Company.
Smt.Veenaben B. Patel is not disqualified from being appointed as Director in terms of section 164 of
the Act and has given his consent to act as Director.
The Company has received a declaration from Smt.Veenaben B. Patel that she meets with criteria of
independence as prescribed both under section 149[6] of the Act and clause 49 of the Listing Agreement.
In the opinion of the Board, Smt.Veenaben B. Patel fulfills the conditions specified in the Companies
Act, 2013 and rules made there under for his appointment as an Independent Director of the Company.
The Board recommended the resolution in relation to appointment of Smt. Veenaben B. Patel as an
Independent Director, for the approval by the shareholders of the Company.
Save and except Smt. Veenaben B. Patel, none of the Directors and Key Managerial Personnel of the
Company and their relatives is concerned or interested, financially or otherwise, in the resolution set
out at item No. 5.
This explanatory statement may also be regarded as a disclosure under clause 49 of the Listing
Agreement with the Stock Exchange.
Item No. 6
At the 19th Annual General Meeting of the Company held on 23 rd September, 2011, Shri Narayanbhai
G. Patel (DIN NO.00023107), was appointed as Managing Director for a period five years from 14 th
July, 2011. Shri Narayanbhai G. Patel resigned as the Managing Director of the company. Resignation
of Shri Narayanbhai G. Patel was approved at the Board meeting dated 20 th May, 2015.
Further under Section 196(3) of the Act, it is provided that no company shall continue the employment
of a person who has attained the age of seventy years, as managing director, whole-time director or
manager unless it is approved by the members by passing a special resolution. So the approval of
Share holders by way special resolution is sought for the appointment of Shri. Narayanbhai G. Patel
(DIN NO.00023107) as whole time Director & Chairman of the company.
It is necessary to appoint Shri Narayanbhai G. Patel (DIN NO.00023107), aged 75 years as whole
time Director & Chariman due to following reasons :
Shri Narayanbhai G Patel holds a Mechanical Engineering degree with specialization in Air-conditioning

Patels Airtemp (India) Ltd.


and Refrigeration, Heat Transfer Equipments and has about 49 years of experience in this field. He is
the Chairman of the Group and is play key role in establishing the strategy particularly with respect to
the design, development and marketing of the products. He is specialist in the design of Heat Exchangers
as per the international codes like TEMA, ASME and BBS. He is Promoter Director since inception and
was appointed as Managing Director of the Company from 14.07.1993 and in charge of overall
managerial responsibility of the Company subject to supervision of the Board of Directors and also
over all in-charge of the regular operations of the Company.
Shri. Narayanbhai G Patel (DIN NO.00023107) has given a declaration to the Company that he is not
disqualified under Section 164 of the Act for appointment as a Director under the Act and he satisfy
necessary requirements and conditions under section 196 and Schedule V of the act.
Shri. Narayanbhai G. Patel has also given his consent to act as the Chairman & Whole time Director of
the Company.
The Board of Directors recommended at their meeting held on 20 th May 2015 appointment of (subject
to approval of members by special resolution) Shri Narayanbhai G. Patel (DIN NO.00023107) as a
Chairman & Whole-time Director of the Company on remuneration of ` 1,80,000/- p.m. as determined
and approved by the Nomination & Remuneration Committee of the Board of Directors and the Board
recommended the remuneration as given below :
I.

PERIOD : For a period of 5 years from 20.05.2015 to 19.05.2020.

II.

REMUNERATION

(A) Salary : ` 1,80,000/- per month including Dearness and other allowances.
(B) Perquisites: Perquisites are allowed in addition to salary. It shall be restricted to an amount equal
to the annual salary subject to ceiling prescribed in Part II of Schedule V to the Companies Act,
2013.
(i)

Housing - Rent free furnished residential accommodation or House rent allowance as may
be decided by the Board or Committee.

(ii)

Reimbursement of expenses on gas, electricity, water and furnishings

(iii) Reimbursement of medical expenses incurred for self and members of his family.
(iv) Leave Travel Concession for self and members of his family as per the rules of the Company.
(v)

Fees of clubs subject to a maximum of two clubs.

(vi) Personal Accident Insurance Premium as per the rules of the Company.
(vii) Provision of car and telephone at residence. The expenditures on use of car for private
purpose and long distance calls on telephone shall be billed by the Company to the appointee
(viii) Companys contribution to provident fund, superannuation fund or annuity fund, gratuity and
encashment of leave, as per the rules of the Company.
(ix) Reimbursement of entertainment expenses actually and properly incurred for the business
of the Company.
(C) The Board shall have the authority to alter or vary the terms of appointments and remuneration
including perquisites and benefits payable to the aforesaid Managerial Personnel within the
overall limits specified under Section197 and Schedule V of the Companies Act, 2013.
(D) In the absence or inadequacy of profits in any financial year, the salary mentioned in paragraph
(A) & perquisite (B) above shall be minimum remuneration payable to the appointee subject to the
provisions of Part-II, Section -II of Schedule-V of the Companies Act, 2013.
(E) The appointee shall subject to the supervision, direction and control of the Board of Directors of
the Company be entrusted with such powers and perform such duties as may from time to time be
delegated / entrusted to him.
(F) The appointment may be terminated by either party giving to the other party three months notice
or the Company paying the three months remuneration in lieu thereof.
Your directors recommended the resolution for the approval of the members.

23 rd Annual Report 2014-2015


The above may be treated as an abstract as required under Section 190 of the Companies Act, 2013.
Resolutions of the Board Meeting and Nomination & Remuneration Committee Meeting stating the
terms and conditions of appointment and remuneration of the above appointee shall be available for
inspection at the Registered Office of the Company on all working days except Saturday and Sunday
between 11.00 a.m. to 3.00 p.m. up to the date of the meeting.
None of the Directors & Key Managerial Personal of the Company except Shri Sanjivkumar N. Patel
and Shri Prakashbhai N. Patel being the relatives of the appointee and Shri Narayanbhai G. Patel,
himself may be considered as interested in the resolution set out in item 6.
Item No. 7
At the 21 st Annual General Meeting of the Company held on 28 th September, 2013 where Shri
Prakashbhai N. Patel (DIN No.00249210), has been appointed as Whole Time Director for a period of
three years from 2nd June, 2013.
The Board of Directors at their meeting held on 20 th May 2015 appointed Shri Prakashbhai N. Patel
(DIN No.00249210) as Managing Director of the Company for a period of five years on remuneration of
` 1,80,000/- p.m. as determined and approved by the Nomination & Remuneration Committee of the
Board of Directors and the Board recommended the remuneration as given below :
Shri Prakashbhai N. Patel, aged 49 years having Bachelor Degree in Mechanical. He has vast
experience in engineering field and associated with the group since last 12 years and he is a Director
of the Company since 2004. He looks after marketing of the Project & A.C. Division of the Company as
well as day to day administration of the Project & A.C. Division of the Company.
It is in the interest of the Company to continue to avail his services for the growth and conduction of
affairs and business of the Company and take advantage of his wide and rich experience, by appointing
him as a Managing Director of the Company for a period of five years from 20 th May, 2015 to 19th May,
2020 and at remuneration of ` 1,80,000/- p.m. and on such terms and conditions of the remuneration
as determined and approved by the Nomination & Remuneration Committee of the Board of Directors.
Considering the same, the consent of the board be and is hereby accorded subject to the approval of
the members in the General Meeting for appointment of Shri Prakashbhai N. Patel (DIN No.00249210)
as Managing Director of the Company. The Board recommended the terms and conditions as given
below:
I.

PERIOD: For a period of 5 years from 20.05.2015 to 19.05.2020.

II.

REMUNERATION :

(A) Salary: ` 1,80,000/- per month including Dearness and other allowances.
(B) Perquisites: Perquisites are allowed in addition to salary. It shall be restricted to an amount equal
to the annual salary subject to ceiling prescribed in Part II of Schedule V to the Companies Act,
2013.
(i)

Housing Rent free furnished residential accommodation or House Rent Allowance as may
be decided by the Board or Committee.

(ii)

Reimbursement of expenses on gas, electricity, water and furnishings.

(iii) Reimbursement of medical expenses incurred for self and members of his family as per the
rules of the company.
(iv) Leave travel concession for self and members if his family as per rules of the company.
(v)

Fees of clubs subject to maximum of two clubs.

(vi) Personal Accident Insurance premium as per the rules of the Company.
(vii) Provision of car and telephone at residence. The expenditure on use of car for private purpose
and long distance calls on telephone shall billed by the Company.
(viii) Companys contribution to Provident Fund, Superannuation fund or annuity fund, gratuity
and encashment of leave, as per the rules of Company.
(ix) Reimbursement of entertainment expenses actually and properly incurred for the business
of the Company.

Patels Airtemp (India) Ltd.


(C) The Board shall have the authority to alter or vary the terms of appointments and remuneration
including perquisites and benefits payable to the aforesaid Managerial Personnel within the
overall limits specified under Section197 and Schedule V of the Companies Act, 2013.
(D) In the absence or inadequacy of profits in any financial year, the salary mentioned in paragraph
(A) & perquisite (B) above shall be minimum remuneration payable to the appointee subject to the
provisions of Part-II, Section -II of Schedule-V of the Companies Act, 2013.
(E) The appointee shall subject to the supervision, direction and control of the Board of Directors of
the Company be entrusted with such powers and perform such duties as may from time to time be
delegated / entrusted to him.
(F) The appointment may be terminated by either party giving to the other party three months notice
or the Company paying the three months remuneration in lieu thereof.
Your directors recommended the resolution for the approval of the members.
The above may be treated as an abstract as required under Section 190 of the Companies Act, 2013
Resolutions of the Board Meeting and Nomination & Remuneration Committee Meeting stating the
terms and conditions of appointment and remuneration of the above appointee shall be available for
inspection at the Registered Office of the Company on all working days except Saturday and Sunday
between 11.00 a.m. to 3.00 p.m. up to the date of the meeting.
The Boards recommends the resolution for the approval of the Shareholders. Except Shri Prakashbhai
N. Patel himself, Shri Narayanbhai G. Patel & Shri Sanjivkumar N. Patel, relatives of him, none of the
others directors are interested or concerned in this resolution set out in item 7.
Item No. 8
At the 19 th Annual General Meeting of the Company held on 30 th September, 2011 where Shri
Sanjivkumar N. Patel (DIN No. 02794095), has been appointed as Whole Time Director for a period of
five years from 1st April, 2011.
Shri Sanjivkumar N. Patel (DIN No. 02794095), aged 43 years, holding a Degree in B.E. Chemical and
MBA. He has worked as a Business Consultant in the field of Management Information System and
also worked as a Business Analyst. He has experience of working with ERP System and has more than
Twenty years of experience in different areas and appointed as Managing Director of the Company
from 20.05.2015 and in charge of overall managerial responsibility of the Company subject to
supervision of the Board of Directors.
The Board of Directors at their meeting held on 20 th May 2015 appointed Shri Sanjivkumar N. Patel
(DIN No. 02794095) as Managing Director of the Company for a period of five years on remuneration
of ` 1,80,000/- p.m. as determined and approved by the Nomination & Remuneration Committee of the
Board of Directors and the Board recommended the remuneration as given below :
There is no change in terms & conditions of remuneration payable to him.
PERIOD : For a period of 5 years from 20.05.2015 to 19.05.2020
REMUNERATION :
(A) Salary : ` 1,80,000/- per month including Dearness and other allowances.
(B) Perquisites: Perquisites are allowed in addition to salary. It shall be restricted to an amount equal
to the annual salary subject to ceiling prescribed in Part II of Schedule V to the Companies Act,
2013
(i)

Housing - Rent free furnished residential accommodation or House rent allowance as may
be decided by the Board or Committee.

(ii)

Reimbursement of expenses on gas, electricity, water and furnishings

(iii) Reimbursement of medical expenses incurred for self and members of his family.
(iv) Leave Travel Concession for self and members of his family as per the rules of the Company.
(v)

Fees of clubs subject to a maximum of two clubs.

(vi) Personal Accident Insurance Premium as per the rules of the Company.

23 rd Annual Report 2014-2015


(vii) Provision of car and telephone at residence. The expenditures on use of car for private
purpose and long distance calls on telephone shall be billed by the Company to the appointee
(viii) Companys contribution to provident fund, superannuation fund or annuity fund, gratuity and
encashment of leave, as per the rules of the Company.
(ix) Reimbursement of entertainment expenses actually and properly incurred for the business
of the Company.
(C) The Board shall have the authority to alter or vary the terms of appointments and remuneration
including perquisites and benefits payable to the aforesaid Managerial Personnel within the
overall limits specified under Section197 and Schedule V of the Companies Act, 2013.
(D) In the absence or inadequacy of profits in any financial year, the salary mentioned in paragraph
(A) & perquisite (B) above shall be minimum remuneration payable to the appointee subject to the
provisions of Part-II, Section -II of Schedule-V of the Companies Act, 2013.
(E) The appointee shall subject to the supervision, direction and control of the Board of Directors of
the Company be entrusted with such powers and perform such duties as may from time to time be
delegated / entrusted to him.
(F) The appointment may be terminated by either party giving to the other party three months notice
or the Company paying the three months remuneration in lieu thereof.
Your directors recommended the resolution for the approval of the members.
The above may be treated as an abstract as required under Section 190 of the Companies Act, 2013.
Resolutions of the Board Meeting and Nomination & Remuneration Committee Meeting stating the
terms and conditions of appointment and remuneration of the above appointee shall be available for
inspection at the Registered Office of the Company on all working days except Saturday and Sunday
between 11.00 a.m. to 3.00 p.m. up to the date of the meeting.
None of the Directors & Key Managerial Personal except Shri Narayanbhai G. Patel and Shri
Prakashbhai N. Patel being the relatives of the appointee Shri Sanjivkumar Patel, himself may be
considered as interested in this resolution set out in item 8.
Details of Directors seeking appointment/re-appointment at the forthcoming
Annual General Meeting
(Pursuant to Clause 49 of the Listing Agreement)
Name of Director

Date of
Birth

Date of
Experience
Appointment in specific
functional
areas

Smt. Veenaben B Patel


(DIN No.07131341)

05-08-1963 30-03-2015

BA

Shri Narayanbhai G Patel


(DIN No.00023107)

21-04-1940 10-06-1992

Shri Prakashbhai N. Patel


(DIN No.00249210)
Shri Sanjivkumar N. Patel
(DIN No.02794095)

Directorship
held in other
Public Limited
Companies

Member /
Chairman
of Committees
in other
Public Limited
Companies

BA

Nil

Nil

Engineering
Industry

B.E.(Mechanical)

Nil

Nil

23.07.1966 27.05.2004

Engineering
Industry

B.E.(Mechanical)

Nil

Nil

11-09-1972 30-09-2009

Management, B.E. (Chemical),


Engineering MBA
Industry

Nil

Nil

10

Qualifications

Patels Airtemp (India) Ltd.


DIRECTORS REPORT
Dear Members,
Patels Airtemp (India) Ltd.
Your Directors have pleasure in presenting this 23rd Annual Report together with the Audited Statements
of Accounts for the year ended on 31st March, 2015.
FINANCIAL RESULTS:
(` in Lacs)
Particulars

2014-15

2013-14

12183.61
1478.64

7586.52
1014.53

267.67
248.62
962.35
324.5
17.09
1.9
-1.81
0.05

119.22
171.69
723.62
219
32.39
1.01
3.6
-0.04

620.62
0.39

467.66
1.21

Net Profit
Balance brought forward from previous year
Less: Adjust on Account of Change in useful life of Assets
Less Corporate Dividend Tax
Less: Proposed Dividend
Less Transfer to General Reserve

620.23
3767.02
66.43
23.49
111.54
90.00

466.45
3508.43
16.45
101.41
90.00

Surplus carried forward to Balance Sheet


Earning Per Share

4095.74
12.23

3767.02
9.2

Sales and Other Income (Including Excise Duties)


Profit before Interest and Finance Charges
Depreciation and Taxes & prior period Adjustment
Less : Interest & Finance Charges
Depreciation
Profit before Taxation
Provision for Taxation - Current
- Deferred
- Wealth Tax
- Short / (Excess) Provision of earlier year W/O
- Short / (Excess) Provision of Wealth Tax
Profit after Tax
Less Prior Period Adjustment

DIVIDEND
Your Directors are pleased to recommend payment of dividend for the year ended March 31, 2015,
` 2.20/- per Equity Share of the face value of ` 10/- (i.e. 22%) on 5070240 paid up Equity Shares,
subject to approval of shareholders at the Annual General Meeting. The Corporate Dividend Tax works
out to ` 23.49 lacs.
PERFORMANCE
During the year under consideration, your company achieved net sales including export sales of
` 12141.41 lacs as against ` 7537.52 lacs i.e. 61% up as compared to previsions year. Profit Before Tax
is ` 962.35 lacs against ` 723.62 lacs which is 33 % more than last year. The net Profit after tax ` 620.62
lacs as compared to the previous year of ` 467.66 lacs which is 33 % as compared to last year.
FUTURE PROSPECTS
Under the current scenario Government is encouraging and focusing more on domestic production.
For encouraging the Indian Manufacturer/Entrepreneurs Government has Introduce MAKE IN INDIA
program which will boost the Indian economy. Government is continuously spending and developing
refineries, fertilizer projects & thermal power plant. There is wide scope for the Company to supply the
Capital goods equipments to the Companies under this segment. As you are aware, your Company is
focusing on the business of manufacturing a range of shell and tube Heat exchangers, Air cooled Heat

11

23 rd Annual Report 2014-2015


Exchangers, Refrigeration and Air Conditioning equipments, pressure vessels, etc. which broadly fall
under the category of capital goods. They have multifarious applications in several industries.
Your Company has started focusing not only on the domestic market but also on the international
market and your directors are pleased to inform the members that in the current fiscal year FY 2014-15
your company has continued long term supply arrangements with a leading global manufacturer of
heat exchangers whereby your company has started manufacturing and supplying heat exchangers to
entered into after an exhaustive audit of your Companys facilities and capabilities and this augurs very
well for your company and it is a testimony that your companys facilities and capabilities are capable
to meet very strict international standards.
As you aware that the Company is in engineering industry and is engaged in manufacturing/fabricating
tailor made machines and therefore, the order book position of such type of company can play pivotal
role in the growth of the Company. Your directors are pleased to state that continuing the past trend; the
Company is having confirmed orders of about ` 141.41 Crores on hand as on 20th May, 2015. Thus
your directors are quite bullish on repeating similar performance in future. Your directors are cautious
and making untiring efforts so as not to compromise on growth, quality, and profitability of the Company.
DEPOSITS
The Company has not invited / accepted any deposits from the public under the provisions of Section
73 of the Companies Act, 2013 and rules made there under.
DIRECTORS & KEY MANAGERIAL PERSONAL
A) DIRECTORS
The Board of Directors had on the recommendation of Nomination & Remuneration Committee
appointed Shri. Narayanbhai G. Patel as Chairman & Whole-time Director of the Company for a
period of five years w.e.f. 20th May, 2015 to 19th May, 2020.
The Board of Directors had on the recommendation of Nomination & Remuneration Committee
appointed Shri. Prakashbhai N. Patel (DIN: 00249210) & Shri. Sanjivkumar N. Patel (DIN: 02794095)
as Managing Directors of the Company for a period of five years w.e.f. 20 th May, 2015 to 19th May,
2020.
Shri Sanjivkumar N. Patel, Director (DIN: 02794095), retire by rotation and being eligible offer
themselves for the reappointment.
Shri Naimish B. Patel (DIN: 02813295) Independent Director resigned from the Board of the
Company w.e.f. 30 March, 2015.Smt. Veenaben B. Patel (DIN: 07131341) has been appointed as
Additional Director on 30 th March, 2015, based on the recommendation of Nomination and
Remuneration Committee.
Pursuant to Section 161(1) of the Act, Smt. Veenaben B. Patel was appointed as Additional
Director to hold office only upto the date of forthcoming Annual General Meeting (AGM) of the
Company and being eligible to offers herself for appointment as Director. Further notice from
member proposing her candidature as Director of the company is received by the Board. Your
Director recommends her appointment at the Board.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed both under sub-section
(6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchanges.
The particulars of the directors to be appointed are given in the notice / explanatory statement
portion of the accompanying notice.
Information required to be given u/s 134(3)(b), (e) and (p) of the companies Act, 2013 and along
with rules 8(4) of the companies (Accounts) Rules, 2014 is given in corporate governance report.
B) KEY MANAGERIAL PERSONAL
During the year under review the Company has appointed Mr. Kamlesh R. Shah as Chief Financial
Officer (CFO) who is key managerial personal of company.
CORPORATE GOVERNANCE REPORT
The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms
part of the Annual Report.

12

Patels Airtemp (India) Ltd.


The requisite certificate from the Auditors of the Company confirming compliance with the conditions of
corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on
corporate governance.
LISTING OF SECURITIES:
Your companys Equity shares are listed on Bombay Stock Exchange Ltd. (BSE). The Company has
paid Annual Listing Fees for the year 2014-15 to the Stock Exchange.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors
Responsibility Statement, it is hereby confirmed that:
(i)

in preparation of the annual accounts for the year ended 31 st March, 2015, all the applicable
accounting standards have been followed along with proper explanation relating to material
departures;

(ii)

the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss account of
the Company for the year under review;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2015 on
a going concern basis.
(v)

they have laid down the internal financial controls in the company that are adequate & were
operating effectively.

(vi) They have devised proper system to ensure compliance with the provision of all applicable laws
& these are adequate & operating effectively.
STATUTORY AUDITORS
M/s. Parikh & Majmudar, Chartered Accountants (Reg. No. 107525W), Ahmedabad, Auditors of the
Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has
received a letter to the effect that their appointment would be within the prescribed limits under Section
141(3)(g) of the companies Act, 2013. The Board hereby requests the members to reappoint M/s.
Parikh & Majmudar, Chartered Accountants, Ahmedabad as the Auditors of the Company from the
conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.
Your Directors request you to appoint Auditors as proposed and as set out in the accompanying notice
of the Annual General Meeting. No remarks has been given by the auditors which requires board
explanation.
SECRETARIAL AUDIT
According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr Punit Santosh Lath
Practicing Company Secretary was appointed as the Secretarial Auditor of the company. No remarks
has been given by the auditors which requires board explanation. Secretarial Audit Report submitted
by him is enclosed as a part of this report Annexure-A.
EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as
Annexure-B.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
No Loan & Guarantee was provided by the Company. The details of investment covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the note no.12 to the Financial
Statements.

13

23 rd Annual Report 2014-2015


REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees)
Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:
Sr. Name
No.

Designation

Remuneration
Remuneration Increase in
paid FY 2014-15 paid FY 2013-14 remuneration
from previous
year

Ratio/Times
per Median
of employee
remuneration

1
2
3
4
5
6
7

CMD
WTD
WTD
WTD
WTD
CFO
CS

23.57
22.19
22.09
24.04
21.99
7.03
2.51

12.15
11.44
11.39
12.39
11.34
3.62
1.29

Narayanbhai G. Patel
Devidas C. Narumalani
Narendrabhai G. Patel
Prakashbhai N. Patel
Sanjivkumar N. Patel
Kamlesh R. Shah
Karansingh I. Karki

22.65
22.18
21.88
23.34
21.60
6.42
2.14

NIL
NIL
NIL
NIL
NIL
0.61
0.37

Remuneration shown above includes the value of perquisites. No revision was done in the remuneration
of executive directors. Refer MGT-9, Clause-VI.
There is no employee drawing remuneration of ` 60,00,000 Lacs annually for which information is
required to be submitted under The Companies (Particulars of Employees) Rules, 1975 as amended.
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions with the Companys Promoters, Directors,
Management or their relatives pursuant to the Section 188 of the Companies Act, 2013 which could
have had a potential conflict with the interests of the Company during the year. Thus disclosure in AOC2 is not required. Transactions with related parties entered by the Company in the normal course of
business are periodically placed before the Audit Committee for its omnibus approval, if any.
The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted
a policy to regulate transactions between the Company and its Related Parties, in compliance with the
applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement.
This Policy was considered and approved by the Board has been uploaded on the website of the
Company.
VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for
directors and employees to report genuine concerns has been established.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO ETC
A) CONSERVATION OF ENERGY
The main source of energy is power. However, power is not a major input in the manufacturing
process and therefore, no substantial conservation of energy is possible. Again the Company is
not required to give the particulars as per Section 134 (3) under Rule 8(3)(A) of the Companies
(Accounts) Rules, 2014.
B) RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION
The particulars as required under Section 134(3) (m) of the Companies Act, 2014 read with the
Rule 8(3)(A) of the Companies (Accounts) Rules, 2014 with respect to Research & Development
and Technology Absorption are given bellow;
Technology Absorption
(1) Research & Development (R & D)
The Company has established a well equippedtesting & NDElaboratory with the number of
sophisticated instruments for testing andnon destructive examinationrelated to the product being

14

Patels Airtemp (India) Ltd.


manufactured. To upgrade the technology and technical qualifications, your Company has renewed
ASME U and NB/R Stamp of National Board of USA and added ASMEU2"/ S Stamp
authorization for improving the system and quality. Your Company is ISO 9001-2008 certified.
Various technical softwares like PVElite, Auto Desk Mechanical, Microprotol, Paulin Research
Group etc were updated for design & development of various products.
(2) Technology Absorption, Adaptation & Innovation
The company has invested about ` 1.38 Crore for Plant & Machineries to upgrade HI-tech
equipments. The Company has HTRI Membership agreement for Catagory - II and Licence
agreement for EHT (for enhanced heat transfer) and Honeywell Uni Sim UHX (for feed water
heater) for latest technology in Heat Transfer from U.S.A. For Air cooled Heat Exchangers, another
finning machine is added for fast delivery period. In-house, systems and operations are being
innovated for better quality and to perform up to customers requirement.
C)

FOREIGN EXCHANGE EARNING AND OUTGO


The Foreign Exchange outgo and foreign exchange earned by the Company during the year are
detailed in Notes No. 40, 41 and 42 of other Notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)


In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR
Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social
Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the
Company as per CSR Policy for consideration and approval by the Board of Directors.
Sr. CSR Particulars
No.

Calculation for CSR


FY. 2014-15

A brief outline of the companys CSR policy, including


overview of projects or programs proposed to be
undertaken can be seen at the website of the company

The CSR Committee decided


to spend amount under Education
& Promotion activities.

Average net profit of the company for last three


financial years.

Average net profit of


` 75215465/-

Prescribed CSR Expenditure (two per cent of the amount


as in item 3 above).

` 15,04,309/-

Details of CSR spent during the financial year 2014-15


(a) Total amount to be spent for thefinancial year 2014-15
(b) Amount un spent, if any

15,05,000/NIL

Additionally, the CSR Policy has been uploaded on the website of the Company at
www.patelsairtemp.com under investors related / company policies / CSR Policy link.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and the policy of the Company
on risk management is provided elsewhere in this Annual Report in Management Discussion and
Analysis.
APPRECIATION
Your Directors wish to place on record their deep appreciation of the continued support and guidance
provided by the Central and State Governments and all Regulatory bodies.
Your Directors also take opportunity to thanks the esteemed shareholders, customers, business
associates, and Companys Banks for the faith reposed by them in your Company and its management.
Your Directors place on record their deep appreciation of the dedication and commitment of your
Companys employees at all levels and look forward to their support in the future as well.
For and on behalf of the Board of Directors,
Place : Rakanpur
Date : 20th May, 2015

NARAYANBHAI G. PATEL
CHAIRMAN & MANAGING DIRECTOR

15

23 rd Annual Report 2014-2015


Annexure - A
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 st March, 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Patels Airtemp (India) Limited
5th Floor, Kalpana Complex,
Nr. Memnagar Fire Station,
Navrangpura, Ahmedabad-380 009.
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by Patels Airtemp (India) Limited.
Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Secretarial Audit books, papers, minute books, forms and returns filed
and other records maintained by the company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report
that in my opinion, the company has, during the audit period covering the financial year ended on 31/
03/2015 complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:
1.

I have examined the books, papers, minute books, forms and returns filed and other records
maintained by Patels Airtemp (India) Limited for the financial year ended on 31/03/2015 according
to the provisions of:
(i)

The Companies Act, 2013 (the Act) and the rules made there under;

(ii)

The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under
to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings;
(v)

The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (SEBI Act):(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992;

2.

Provisions of the following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (SEBI Act) were not applicable to the Company under the
financial year under report.
(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;(d) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
(b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008;
(c)

The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

16

Patels Airtemp (India) Ltd.


(d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
and
(e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
3.

4.

We have also examined compliance with the applicable clauses of the following:
(i)

Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii)

The Listing Agreements entered into by the Company with Mumbai Stock Exchange(s), if
applicable;

During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

OBSERVATIONS :
(a) As per the information and explanations provided by the Company, its officers, agents and
authorised representatives during the conduct of secretarial audit, we report that the provisions of
the Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder
to the extent of :
(i)

External Commercial Borrowings were not attracted to the Company under the financial year
under report;

(ii)

Foreign Direct Investment (FDI) were not attracted to the company under the financial year under
report;

(iii) Overseas Direct Investment by Residents in Joint Venture / Wholly Owned Subsidiary abroad
were not attracted to the company under the financial year under report.
(a) As per the information and explanations provided by the company, its officers, agents and authorised
representatives during the conduct of Secretarial Audit, we report that the Company has not made
any GDRs/ADRs or any Commercial Instrument under the financial year under report.
(b) I further report that during the audit period the company has issued notice of postal ballot under
section 180 (a) and 180 (c) of the companies act, 2013 and the special resolution for the same was
considered passed on 28th April, 2015 after declaration of result for the postal ballot by the chairman.
5.

We further report that :


(i)

The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the composition
of the Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Act.

(ii)

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed
notes on agenda were sent at least seven days in advance, and a system exists for seeking
and obtaining further information and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting.

(iii) Majority decision is carried through while the dissenting members views are captured and
recorded as part of the minutes.
6.

We have relied on the information and representation made by the Company and its Officers for
systems and mechanism formed by the Company for compliances under other applicable Acts,
Laws, and Regulations to the Company.

7.

We further report that there are adequate systems and processes in the Company with the size
and operation of the Company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
Signature:
Sd/Punit Santosh Lath
Practicing Company Secretary
ACS No. 26238, COP No. 11139

Date : 20 th May, 2015


Place : Ahmedabad

17

23 rd Annual Report 2014-2015


Annexure - B
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
Financial Year Ended on 31st March, 2015
I.

REGISTRATION AND OTHER DETAILS


REGISTRATION DETAILS
1. Registration No. / State Code

017801 / 04

2. Registration Date

10-06-1992

3. CIN No.

L29190GJ1992PLC017801

4. Whether shares listed on


Recognized Stock Exchange

Yes _Bombay Stock Exchange

5. Company Name

PATELS AIRTEMP (INDIA) LIMITED

6. Address

5th Floor, Kalpana Complex, Near Memnagar Fire


Station, Navrangpura, Ahmedabad-380 009.

7. State

Gujarat

8. Name, Address and Contact


details of Registrar and Transfer

Bigshare Services Pvt. Ltd.,


Regd. Office : E-2/3, Ansa Industrial Estate,
Sakivihar, Saki Naka, Andheri(E), Mumbai400 072.
Tele. No. (022) 40430200/ 28470652
Fax No. (022) 28475207
E-mail Address: www.bigshareonline.com

II.

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


All the business activities contributing 10% or more of the total turnover of the company shall be
stated :Sr. Name and Description of main
No. products / services
1

III.

Heat Exchangers & Accessories

NIC Code of the


Product/service

% to total turnover of
the Company

5196.81

48.19 %
42.18%

Air Cooled Heat Exchangers & Accessories

4547.76

Other Items (See Note No. 19)

1038.47

09.63%

Total

10783.04

100.00%

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES


Sr. NAME AND ADDRESS
No. OF THE COMPANY

CIN/GLN

HOLDING /
SUBSIDIARY /
ASSOCIATE

Not Applicable

18

% of
Shares
held

Applicable
Section

Patels Airtemp (India) Ltd.


IV.

SHARE HOLDING PATTERN


(Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Share Holding

Category of
Shareholders

No. of Shares held at the beginning


No. of Shares held at the end
%
of the year [As on April 01, 2014]
of the year [As on March 31, 2015] Change
Demat Physical

Promoter and
Promoter Group
A1 Indian
(A) Individual / Huf
(B) Central / State
Government(s)
(C) Bodies
Corporate
(D) Financial
Institutions/Banks
(E) Any Others
(Specify)
(I) Directors
Relatives
(Ii) Group
Companies
(Iii) Trusts
Sub Total (A)(1):
A 2 Foreign
(A) Individual
(B) Bodies
Corporate
(C) Institutions
(D) Qualified
Foreign Investor
(E) Any Others
(Specify)
Sub Total (A)(2):
Total Holding For
Promoters And
Promoter Group
(A)=(A)(1)+(A)(2)
B Public Share
Holding
B 1 Institution
(A) Mutual
Funds / Uti
(B) Financial
Institutions/Banks
(C) Central/State
Government(s)
(D) Venture
Capital Funds
(E) Insurance
Companies

1213121

Total

% of
Total
Shares

0 1213121 23.9263

Demat Physical

968121

Total

% of during
Total
the
Shares year

968121 19.0942 (4.8321)

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0 1068625 21.0764 1364512


0
0 0.0000
0
0 2281746 45.0027 2332633

0 1364512 26.9122
0
0
0.0000
0 2332633 46.0064

5.8358
0.0000
1.0036

0.0000

0.0000

0.0000

0
0

0
0

0
0

0.0000
0.0000

0
0

0
0

0
0

0.0000
0.0000

0.0000
0.0000

0.0000

0.0000

0.0000

0
0

0
0

0
0

0.0000
0.0000

0
0

0
0

0
0

0.0000
0.0000

0.0000
0.0000

0 2281746 45.0027 2332633

0 2332633 46.0064

1.0036

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

1068625
0
2281746

2281746

19

23 rd Annual Report 2014-2015


(F) Fiis
(G) Foreign
Venture Capital
Investors
(H) Qualified
Foreign Investor
(I) Any Others
(Specify)
Sub Total (B)(1):
B2 Non
Institution
(A) Bodies
Corporate
(B) Individual
(I) (Capital Upto
to ` 1 Lakh)
(II) (Capital
Greater Than
` 1 Lakh)
(C) Qualified
Foreign Investor
(D) Any Others
(Specify)
(I) Trusts
(II) Clearing
Member
(III) Directors
Relatives
(IV)Employee
(V) Foreign
Nationals
(VI)Non Resident
Indians (Nri)
(VII) Overseas
Bodies Corporates
(VIII) Unclaimed
Suspense Account
Sub Total (B)(2):
Total Public
Shareholding
(B)=(B)(1)+(B)(2)
Total (A) + (B) :
(C) Shares Held
By Custodians
And Against
Which Depository
Receipts Have
Been Issued
(A) Shares Held
By Custodians
(I) Promoter And
Promoter Group
(II) Public
Sub Total (C)(1):
Grand Total
(A) + (B) + (C)

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0
0

0
0

0
0

0.0000
0.0000

0
0

0
0

0
0

0.0000
0.0000

0.0000
0.0000

138004

2850

140854

2.7781

150554

2850

153404

3.0256

0.2475

153184 1900566 37.4847

1.5462

1663888

158284 1822172 35.9386 1747382

719719

719719 14.1950

571769

9708

571769 11.2770 (2.9180)

0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

9708

0.1915

9808

9808

0.1934

0.0020

0
0

0
0

0
0

0.0000
0.0000

0
0

0
0

0
0

0.0000
0.0000

0.0000
0.0000

0.0000

0.0000

0.0000

96041

96041

1.8942

102060

102060

2.0129

0.1187

0.0000

0.0000

0.0000

0
2627360

0
0 0.0000
0
161134 2788494 54.9973 2581573

0
0
0.0000 0.0000
156034 2737607 53.9936 (1.0036)

2627360
4909106

161134 2788494 54.9973 2581573


161134 5070240 100.0000 4914206

156034 2737607 53.9936 (1.0036)


156034 5070240 100.0000 0.0000

0.0000

0.0000

0.0000

0.0000

0.0000

0
0
0

0
0
0

0
0
0

0.0000
0.0000
0.0000

0.0000
0.0000
0.0000

0.0000
0.0000
0.0000

0
0
0

0.0000
0.0000
0.0000

0.0000
0.0000
0.0000

4909106

161134 5070240 100.0000 4914206

20

156034 5070240 100.0000 100.0000

Patels Airtemp (India) Ltd.


(ii) Shareholding of Promoters
Sr. Name of
No. Shareholders

Shareholding at the beginning of


the year 01-04-2014
No. of
% of total % of Shares
Shares Shares of
Pledged/
the encumbered
Company
to total
shares

Therm Flow
Engineers Pvt
Ltd

1068625

21.08

Devidas
Chelaram
Narumalani

290145

5.72

0.00

Prakashbhai
Narayanbhai Patel

280000

5.52

Narendrabhai
Gopalbhai Patel

268500

Patel
Narayanbhai
Gangaram

Share holding at the end of


% change
the year 31-3-2015
No. of % of total % of Shares
holding
Shares Shares of
Pledged/
during the
the encumbered
year
Company
to total
shares

0.00 1364512

26.91

0.00

5.84

290145

5.72

0.00

0.00

0.00

120000

2.37

0.00

(3.16)

5.30

0.00

268500

5.30

0.00

0.00

205000

4.04

0.00

120000

2.37

0.00

(1.68)

Sitaben
Narayanbhai Patel

55000

1.08

0.00

55000

1.08

0.00

0.00

Narendra Gopal
Patel

35301

0.70

0.00

35301

0.70

0.00

0.00

Narayanbhai
Gangaram Patel

17700

0.35

0.00

17700

0.35

0.00

0.00

Sanjivkumar
Narayanbhai
Patel

16000

0.32

0.00

16000

0.32

0.00

0.00

14000

0.28

0.00

14000

0.28

0.00

0.00

11 Zinnia Narendra
Patel

6675

0.13

0.00

6675

0.13

0.00

0.00

12 Rashmika
Narendr Patel

6525

0.13

0.00

6525

0.13

0.00

0.00

13 Pushpa D
Narumalani

5775

0.11

0.00

5775

0.11

0.00

0.00

14 Prakashbhai
Naranbhai Patel

5000

0.10

0.00

5000

0.10

0.00

0.00

15 Kanayalal
Gagandas
Narumalani

3750

0.07

0.00

3750

0.07

0.00

0.00

16 Khushal
Gagandas
Narumalani

3750

0.07

0.00

3750

0.07

0.00

0.00

2281746

45.00

2332633

46.01

10 Aarty P. Patel

Total

21

1.00

23 rd Annual Report 2014-2015


(iii) Change in Promoters' Shareholding
Sr.
No.

Name of the
Promoters

At the beginning of the


year_01.04.2014
1
Thermflow
Engineering Pvt Ltd.

Shareholding Beginning
of the year 01.04.14
End of the Year
31.03.15
No. of
% of total
shares
shares of
the
Company
2281746

45.0027

1068625

21.076

Date

Narayanbhai
Gangaram Patel

Prakashbhai
Narayanbhai Patel

1364512
205000

120000
280000

120000
At the end of the
year_31.03.15

2332633

Cumulative
Shareholding
During the year
No. of
shares

11/04/2014
18/04/2014
25/04/2014
02/05/2014
13/06/2014
20/06/2014
30/06/2014
15/08/2014
22/08/2014
30/09/2014
17/11/2014
18/11/2014
19/11/2014
20/11/2014
24/11/2014
25/11/2014
01/02/2014
02/12/2014
03/12/2014
08/12/2014
17/12/2014
18/12/2014
19/12/2014
22/12/2014
23/12/2014
24/12/2014
2

Increase/ Reason
Decrease in
shareholding

26.91
4.04 17.12. 2014
18.12. 2014
19.12. 2014
22.12. 2014
23.12. 2014
24.12. 2014
2.37
5.52 17.11. 2014
18.11. 2014
19.11. 2014
20.11. 2014
24.11. 2014
25.11. 2014
01.12. 2014
02.12. 2014
03.12. 2014
08.12. 2014
2.37
46.01

22

906 Transfer
6711
2704
9923
1343
1000
2800
5000
7500
13000
30000
15000
15000
15000
15000
15000
15000
15000 Interse
15000 transfer
10000
15000
15000
15000
15000
15000
10000
-15000
-15000
-15000
-15000
-15000
-10000
-30000
-15000
-15000
-15000
-15000
-15000
-15000
-15000
-15000
-10000

Interse
transfer

Interse
transfer

% of total
shares of
the
Company

1069531
1076242
1078946
1088869
1090212
1091212
1094012
1099012
1106512
1119512
1149512
1164512
1179512
1194512
1209512
1224512
1239512
1254512
1269512
1279512
1294512
1309512
1324512
1339512
1354512
1364512

21.09
21.23
21.28
21.48
21.50
21.52
21.58
21.68
21.82
22.08
22.67
22.97
23.26
23.56
23.86
24.15
24.45
24.74
25.04
25.24
25.53
25.83
26.12
26.42
26.71
26.91

190000
175000
160000
145000
130000
120000

3.75
3.45
3.16
2.86
2.56
2.37

250000
235000
220000
205000
190000
175000
160000
145000
130000
120000

4.93
4.63
4.34
4.04
3.75
3.45
3.16
2.86
2.56
2.37

Patels Airtemp (India) Ltd.


(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders
of GDRs and ADRs):
Sr. Name of Top 10
No.
Promoters of
the Company

Samir Jitendra Javeri

Pankaj Jaju

Kamlaben Vitthalbhai
Patel

Vishnubhai
Vitthalbhai Patel

Patel Bharat
Chhabildas

Beginning year
01.04.14 End of the
Year 31.03.15
No. of
% of total
shares
shares of
the
Company
40000
0.79

Nil
0
26000
0.51
26000
0.51
37950
0.75

Nil
99525

Nil
22158

0
1.96

0
0.44

Date

04/01/2014
16/05/2014
30/06/2014
04/07/2014
22/08/2014
29/08/2014
05/09/2014
03/10/2014
24/10/2014
14/11/2014
31/03/2015
01/04/2014
31/03/2015
31/03/2014
23/05/2014
30/05/2014
13/06/2014
20/06/2014
11/07/2014
18/07/2014
25/07/2014
01/08/2014
08/08/2014
15/08/2014
22/08/2014
29/08/2014
05/09/2014
12/09/2014
19/09/2014
31/03/2015
31/03/2014
04/04/2014
16/05/2014
23/05/2014
30/05/2014
05/09/2014
12/09/2014
19/09/2014
31/03/2015
01/04/2014
09/05/2014
30/05/2014
11/07/2014
18/07/2014
12/09/2014
19/09/2014
30/09/2014
24/10/2014

23

Increase/ Reason
Decrease in
shareholding

-10000
-4904
-96
-5000
-10000 Transfer
-5000
4
-2268
-2736
Nil
No Transaction

14754
296
-4214
100
1500
255
-1604 Transfer
-151
1974
-5220
-18231
2650
-4400
-30
-25629
Nil

346
-283
-18847
1200 Transfer
-26330
-20444
-35167
Nil
0
514
500
712
1125 Transfer
450
200
400
773

Cumulative
Shareholding
During the year
No. of
% of total
shares
shares of
the
Company
40000
0.79
30000
0.59
25096
0.49
25000
0.49
20000
0.39
10000
0.20
5000
0.10
5004
0.10
2736
0.05
0
0.00
0
0.00
26000
0.51
26000
0.51
37950
0.75
52704
1.04
53000
1.05
48786
0.96
48886
0.96
50386
0.99
50641
1.00
49037
0.97
48886
0.96
50860
1.00
45640
0.90
27409
0.54
30059
0.59
25659
0.51
25629
0.51
0
0.00
0
0
99525
1.96
99871
1.97
99588
1.96
80741
1.59
81941
1.62
55611
1.10
35167
0.69
0
0.00
0
0
22158
0.44
22672
0.45
23172
0.46
23884
0.47
25009
0.49
25459
0.50
25659
0.51
26059
0.51
26832
0.53

23 rd Annual Report 2014-2015

11

10

Shrestha Treks &


Expeditions Private
Limited

Vishesh Jain

Sangeeta Jain

Govardhan Rao
Muthineni

Sharad Kanayalal
Shah
Sunil Bodaram
Luthria

29585
54503

Nil
47048

Nil
40828
40828
Nil

26979
61000
61000
38750

Nil

0.58
1.07

0
0.93

0
0.81
0.81
0

0.53
1.20
1.20
0.76

19/12/2014
16/01/2015
13/02/2015
20/02/2015
06/03/2015
31/03/2015
31/03/2015
01/04/2014
02/05/2014
09/05/2014
16/05/2014
31/03/2015
31/03/2014
25/04/2014
05/12/2014
09/01/2015
31/03/2015
31/03/2015
01/04/2014
31/03/2015
01/04/2014
21/11/2014
09/01/2015
16/01/2015
13/02/2015
20/02/2015
27/02/2015
06/03/2015
13/03/2015
20/03/2015
31/03/2015
31/03/2015
01/04/2014
31/03/2015
01/04/2014
11/04/2014
18/04/2014
25/04/2014
02/05/2014
16/05/2014
13/06/2014
20/06/2014
04/07/2014
08/08/2014
15/08/2014
22/08/2014
05/09/2014
12/09/2014
19/09/2014
30/09/2014
14/11/2014
21/11/2014
28/11/2014
05/12/2014
12/12/2014
19/12/2014
31/03/2015

24

1069
200
784
300
300
100

0
-2500
-11912 Transfer
-40091
Nil
0
1000
-5000 Transfer
-2220
-40828
Nil
No Transaction
Nil
2841
6401
-6271
1500
1722 Transfer
3301
1820
7998
3667
4000

No Transaction

-250
-500
-500
-1250
-16250
-550
-750
-200
-500
-1750
-1000 Transfer
-2250
-4000
-3574
-1426
-250
-1000
-250
-1000
-500
-1000
Nil

27901
28101
28885
29185
29485
29585
29585
54503
52003
40091
0
0
47048
48048
43048
40828
0
0
40828
40828
0
2841
9242
2971
4471
6193
9494
11314
19312
22979
26979
26979
61000
61000
38750
38500
38000
37500
36250
20000
19450
18700
18500
18000
16250
15250
13000
9000
5426
4000
3750
2750
2500
1500
1000
0
0

0.55
0.55
0.57
0.58
0.58
0.58
0.58
1.07
1.03
0.79
0.00
0
0.93
0.95
0.85
0.81
0
0
0.81
0.81
0
0.06
0.18
0.06
0.09
0.12
0.19
0.22
0.38
0.45
0.53
0.53
1.20
1.20
0.76
0.76
0.75
0.74
0.71
0.39
0.38
0.37
0.36
0.36
0.32
0.30
0.26
0.18
0.11
0.08
0.07
0.05
0.05
0.03
0.02
0.00
0.00

Patels Airtemp (India) Ltd.


11

12

13

14

15

Sunil Kumar Gupta

Kayzad Sirus Eghlim


Snehal Bhupendra
Shah

Amit S Shah

Kirtida Chhabildas
Patel

56000

30000
25000
25000
Nil

30000
Nil

65000
23895

27045

1.10

0.59
0.49
0.49
0

0.59
0

1.28
0.47

0.53

01/04/2014
30/05/2014
13/06/2014
30/06/2014
12/09/2014
10/10/2014
17/10/2014
31/10/2014
14/11/2014
21/11/2014
19/12/2014
31/12/2014
23/01/2015
31/03/2015
01/04/2014
31/03/2015
01/04/2014
14/11/2014
21/11/2014
09/01/2015
16/01/2015
31/03/2015
01/04/2014
07/11/2014
14/11/2014
21/11/2014
05/12/2014
06/02/2015
31/03/2015
01/04/2014
19/09/2014
30/09/2014
10/10/2014
24/10/2014
05/12/2014
19/12/2014
23/01/2015
13/02/2015
20/03/2015
31/03/2015
31/03/2015

-2500

-1500

-2000

-2500

-4500

-2000

-1000

-2000

-8000

-68

58

10

No Transaction
Nil
0
2000
8000 Transfer
5000

Nil
0
25000
-10000 Transfer
20000
20000

1150
-200
400
200
-400
1350 Transfer
200
300
100
50

56000
53500
52000
50000
47500
43000
41000
40000
38000
30000
29932
29990
30000
30000
25000
25000
0
15000
17000
25000
30000
30000
0
10000
35000
25000
45000
65000
65000
23895
25045
24845
25245
25445
25045
26395
26595
26895
26995
27045
27045

1.10
1.06
1.03
0.99
0.94
0.85
0.81
0.79
0.75
0.59
0.59
0.59
0.59
0.59
0.49
0.49
0.00
0.30
0.34
0.49
0.59
0.59
0.00
0.20
0.69
0.49
0.89
1.28
1.28
0.47
0.49
0.49
0.50
0.50
0.49
0.52
0.52
0.53
0.53
0.53
0.53

(v) Shareholding of Directors and Key Managerial Personnel:


Sr.
Name of the
No. Directors & KMP

Narayanbhai
Gangaram Patel

Shareholding Beginning
year 01.04.14 End
of the Year 31.03.15
No. of
% of total
shares
shares of
the
Company
205000
4.04

120000

Date

17.12.14
18.12.14
19.12.14
22.12.14
23.12.14
24.12.14

2.37

25

Increase/ Reason
Decrease in
shareholding

-15000
-15000
-15000
-15000
-15000
-10000

Interse
transfer

Cumulative
Shareholding
During the year
No. of
% of total
shares
shares of
the
Company
190000
3.75
175000
3.45
160000
3.16
145000
2.86
130000
2.56
120000
2.37

23 rd Annual Report 2014-2015


2
3
4

5
6
7
8
9
10
11
12

V.

Devidas Chelaram
Narumalani
Narendrabhai
Gopalbhai Patel
Prakashbhai
Narayanbhai Patel

Sanjivkumar
Narayanbhai Patel
Hareshkumar
Ishwarlal Shah
Vinodkumar
Chotubhai Patel
Ramanbhai Ramdas
Patel
Girish Natubhai
Desai
Veenaben
Bhupendrabhai Patel
Kamlesh Rasiklal
Shah (CFO)
Karansingh
Imansingh Karki (CS)

290145
290145
268500
268500
280000

5.72
5.72
5.30
5.30
5.52

No Transaction

290145

5.72

No Transaction

268500

5.30

Interse
transfer

250000
235000
220000
205000
190000
175000
160000
145000
130000
120000

4.93
4.63
4.34
4.04
3.75
3.45
3.16
2.86
2.56
2.37

16000

0.32

NIL

NIL

NIL

17.11.14
18.11.14
19.11.14
20.11.14
24.11.14
25.11.14
01.12.14
02.12.14
03.12.14
08.12.14

-30000
-15000
-15000
-15000
-15000
-15000
-15000
-15000
-15000
-10000

120000
16000
16000
NIL

2.37
0.32
0.32
NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

1050
1050
1050

0.02
0.02
0.02

1050

0.02

NIL

NIL

No Transaction

No Transaction
NIL

INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans
excluding deposits

Unsecured
Loans

Deposits

Total
Indebtedness

Indebtedness at the beginning of


the financial year 01.04.14
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due

89857453
Nil
Nil

Nil
Nil
Nil

Nil
Nil
Nil

89857453

Total (i+ii+iii)

89857453

Nil

Nil

89857453

223117831

27175000

Nil

250292831

Net Change

133260378

27175000

Nil

160435378

Indebtedness at the end of the


financial year 31.03.15
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due

223117831

27175000

Nil

250292831

Total (i+ii+iii)

223117831

27175000

Nil

250292831

Change in Indebtedness during


the financial year
- Addition
- Reduction

26

Patels Airtemp (India) Ltd.


VI.

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A.

Remuneration to Managing Director, Whole-time Directors and/or Manager :

Sr. Particulars of Remuneration


No.

1.

2.
3.
4.

5.

B.
Sr.
No.

1.

2.

Name of MD/WTD/Manager
Total
Narayanbhai Devidas Narendra Prakashbhai Sanjivkumar Amount
G.
C.
bhai G. N. Patel
N. Patel
Patel
Narumalani
Patel
2160000
2160000 2160000 2160000 2160000 10800000

Gross salary
(a) Salary as per provisions contained
in section 17(1) of the Income-tax
Act, 1961
(b) Value of perquisites u/s 17(2)
196519
Income-tax Act, 1961
(c) Profits in lieu of salary under
section 17(3) Income- tax Act,
1961
Stock Option
NA
Sweat Equity
NA
Commission
- as % of profit
- others, specify
Others, please specify
Total
2356519

58930

49183

244406

38710

558748

NA
NA

NA
NA

NA
NA

NA
NA

NA
NA

2218930

2209183

2404406 2198710 11387748

Remuneration to other directors :


Particulars of
Remuneration

Independent Directors
- Fee for attending board
committee meetings
- Commission
- Others, please specify
Total (1)
Other Non-Executive Directors
- Fee for attending board
committee meetings
- Commission
- Others, please specify
Total (2)
Total (B)=(1+2)

Haresh
kumar I
Shah

Name of Directors
Girish N.
Vinod
Raman
Patel
kumar C. bhai R.
Desai
Patel

Naimesh
B. Patel

Total
Amount
(`)

7500

6000

4500

7500

4500

30000

7500

6000

4500

7500

4500

30000

Nil

Nil

Nil

Nil

Nil

Nil

7500

6000

4500

7500

4500

30000

27

23 rd Annual Report 2014-2015


C.

REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr.

Particulars of Remuneration

No.

Key Managerial Personnel


Mr. Karan I. Karki
(CS)

1.

Gross salary
(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act,
1961
(b) Value of perquisites u/s 17(2) Incometax Act, 1961
(c) Profits in lieu of salary under section
17(3) Income-tax Act, 1961

2.
3.

Mr. Kamlesh R. Shah


(CFO)

Total

251370

702660

954030

Stock Option

NA

NA

NA

Sweat Equity

NA

NA

NA

4.

Commission
- as % of profit
- others, specify

NA

NA

NA

5.

Others, please specify

NA

Total

251370

NA

NA

702660

954030

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES


Type

Section of the
Brief
Details of Penalty /
Authority [RD /
Appeal
Companies Description Punishment/Compounding NCLT/ COURT] made,if any
Act
fees imposed
(give Details)

A. COMPANY
Penalty
Punishment
Compounding

NIL

B. DIRECTORS
Penalty
Punishment
Compounding

NIL

C. OTHER OFFICERS IN DEFAULT


Penalty
Punishment
Compounding

NIL

28

Patels Airtemp (India) Ltd.


CORPORATE GOVERANANCE REPORT
(Pursuant to Clause 49 of the Listing Agreement)
The detailed report on Corporate Governance as per the format prescribed by SEBI and incorporated in Clause 49
of the Listing Agreement is set out below:
1.

CORPORATE GOVERANANCE PHILOSOPHY


The Companys philosophy on Corporate Governance envisages the attainment of high level transparency
and accountability in the functioning of the Company and the conduct of its business internally and externally,
including its interaction with employees, shareholders, creditors, consumers and institutional and other lenders
and places due emphasis on regulatory compliance.
Traditional views of governance as a regulatory and compliance requirement have given a way for adoption
of governance as an integral part of the Company. Several initiatives have been taken for maintaining the
highest standards which include efficient shareholders communications, observance of Secretarial Standards
issued by the Institute of Company Secretaries of India, Best Governance Practices.
The Company in pursuance of Code of Corporate Governance, strongly believe that it must organize its
affairs to the utmost satisfaction of all the concerned. The Company believes that the governance norms
originating in the stock market institutions as an integral part of its Corporate Governance Philosophy should
be respected both in letter and spirit. The Company endeavor to ensure transparency, control and accountability,
in all areas of its operations.
The Company will continue its journey in raising the standards in Corporate Governance and will also review
its systems and procedures constantly to keep pace with the changing economic environment.

2.

BOARD OF DIRECTORS
The Board of Directors of the company comprises of the combination of Executive and Non-Executive
Directors. Out of total strength of ten Directors, five Directors are Promoter/Executive Directors and five
Directors are Non-executive and Independent Directors. The chairman of the Board is Promoter-Executive
Director. Committees like Audit Committee, Nomination & Remuneration Committee and Stakeholders
Committee & Corporate Social Responsibility Committee (CSR) comprise majority of Independence Directors,
being their Chairman and members.
Further the board has carried out an evaluation its own & commities performance. The board on the
recommendation of the Nomination & Remuneration committ (NRC) has approved a policy for criteria of
determining, selection, appoint & remuneration of Directors, Senior Management.
The names and category of Directors on the Board as on 31st March, 2015 and as on the date of this report,
the number of Directorship and Committee Membership held by them in other Public Companies, their
attendance at the Board Meetings held during the financial year 2014-15 and also at the last AGM held is given
below :
Name of Directors

Sr. Promoter Executive


No. Directors

Attendance Particulars

Nos. of Directorship and Committee


Membership / Chairmanship held in
other Public Companies

Board
Board
Last
Other
Committee Committee
Meeting Meeting Annual Directorship Membership Chairman
Held
Attended General
Meeting

1. Shri Narayanbhai G. Patel-MD

Yes

2. Shri Devidas C. Narumalani #

Yes

3. Shri Narendrabhai G. Patel #

Yes

4. Shri Prakashbhai N. Patel #

Yes

5. Shri Sanjivkumar N. Patel #

Yes

Non Executive / Independent Directors


6. Shri Girishbhai N. Desai

No

7. Shri Hareshkumar I. Shah

No

29

23 rd Annual Report 2014-2015


8.
9.
10.
11.

Shri Naimeshbhai B. Patel *


Shri Vinodkumar C. Desai
Shri Ramanbhai R. Patel
Smt. Veenaben B. Patel ##

7
8
8
1

3
5
8
1

No
No
No
NA

# WTD Whole Time Director, MD Managing Director

* Resigned from Board dated 30.03.15

## Appointed as Woman Independent/ Non Executive director on Board dated 30.03.15


During the financial year 2014-15, Eight (8) Board Meetings were held Viz. on 27/05/14, 09/08/14,
12/11/14, 23/12/14, 17/01/15, 08/02/15, 09/03/15 & 30/03/15.
As required by Clause 49 VI A of the Listing Agreement, the particulars of Directors seeking reappointment are given in the accompanied notice portion.
2A) INDEPENDENT DIRECTORS:
The Company has complied with the criteria of Independence as per Clause 49 of the Listing
Agreement and according to the Provisions of section 149(6) Companies Act, 2013. The company
has also obtained declarations from all the Independent Directors pursuant to section 149 (7) of the
Companies Act, 2013.
Familiarization Program for the Independent/Non Executive Directors:
Whenever new Non-executive and Independent Directors are inducted in the Board they are
introduced to our Company's culture through appropriate orientation session and they are also
introduced to our organization structure, our business, constitution, board procedures, our major
risks and management strategy.
Performance Evaluation of non-executive and Independent Directors
The Board evaluates the performance of Non-executive and Independent Directors every year. All
the Non-executive and Independent Directors are eminent personalities having wide experience in
the field of business, industry and administration. Their presence on the Board is advantageous and
fruitful in taking business decisions.
Separate Meeting of the Independent Directors:
The Independent Directors held a Meeting on 30th March, 2015, without the attendance of NonIndependent Directors and members of Management. All the Independent Directors were present at
the meeting. The following issues were discussed in detail:
I)
Reviewed the performance of non-independent directors and the Board as a whole;
II) Reviewed the performance of the Chairperson of the Company, taking into account the views of
Executive Directors and Non-Executive Directors;
3. AUDIT COMMITTEE
i)
Terms of reference:
The terms of reference of Audit Committee are to cover the matters specified under Clause 49
of the Listing Agreement and the Companies Act, 2013 and the functions of the Committee that
inter alia include the overview of the Company's financial reporting processes, review of the
quarterly, half yearly and yearly financial statements, review of adequacy of internal control
system, review of the financial and risk management policies and review of significant findings
and adequacy of internal audit function cover.
ii) Composition:
The Audit Committee of the Company consists of 3 Independent Directors and 1 Executive
Director. The Chairman of the Audit Committee is financially literate and majority of them having
accounting or related financial management experience. Company Secretary acts as Secretary
to the Committee.
iii) No. of meetings held and attended during the year:
During the year the 4 Audit Committee Meetings were held i.e. on 27th May, 2014, 9th August,
2014, 12th November, 2014 and 8th February, 2015. The attendance of the Members at the
meeting was as under :

30

Patels Airtemp (India) Ltd.


Name of the Director

4.

Position

No. of Meetings Held

No. of Meetings
Attended

Shri Hareshkumar Shah

Chairman

Shri Girishbhai N. Desai

Member

Shri Narayanbhai G. Patel

Member

Shri Prakashbhai N. Patel

Member

NOMINATION & REMUNERATION COMMITTEE


i)
Terms of reference:

ii)

iii)

This Committee shall identify the persons, who are qualified to become Directors of the
Company / who may be appointed in Senior Management in accordance with the criteria laid
down, recommend to the Board their appointment and removal and also shall carry out
evaluation of every director's performance. Committee shall also formulate the criteria for
determining qualifications, positive attributes, independent of the Directors and recommend to
the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel
and other employees.
Composition:
The Nomination and Remuneration Committee of the Company consists of 3 director's viz. Shri
Hareshkumar Shah as Chairman, Shri Ramanbhai Patel, Shri Vinodkumar Desai as member,
Independent & Non executive directors and one executive Director, Shri Narayanbhai G. Patel
as a member of the Committee.
No. of Meetings held during the year:
During the year the Committee had 3 meetings i.e. on 9th August, 2014, 17th January, 2015 &
30th March, 2015. The attendance of the Members at the meeting was as under :
Name of the Director
Position
No. of Meetings Held
No. of Meetings
Attended
Shri Hareshkumar Shah

5.

Chairman

Shri Ramanbhai Patel

Member

Shri Vinodkumar Desai

Member

Shri Narayanbhai G. Patel

Member

STAKEHOLDERS RELATIONSHIP COMMITTEE:


i)

Terms of reference :
The Committee focuses primarily on monitoring expeditious redressal of investors /
stakeholders grievances and also functions in an efficient manner that all issues / concerns
stakeholders are addressed / resolved promptly.

ii)

Composition of the Committee:


The Committee consists of 3Non-Executive/Independent Directors and 1 Executive Director.

iii)

No. of meetings held and attended during the year:


During the year the 4 Stakeholders Relationship Committee Meetings were held i.e. on 27 th
May, 2014, 9th August, 2014, 12th November, 2014 and 8th February, 2015. The attendance of
the Members at the meeting was as under :
Name of the Director

Position

No. of Meetings Held

No. of Meetings
Attended

Chairman

Shri Ramanbhai Patel

Member

Shri Vinodkumar Desai

Member

Shri Narayanbhai G. Patel

Member

Shri Hareshkumar Shah

31

23 rd Annual Report 2014-2015


iv)

Name and designation of Compliance Officer:


Mr. Karansingh I. Karki, Company Secretary
No. of shareholders complaints received during the year: 4 Complaint(s)
No. of complaints not resolved to the satisfaction of shareholders: Nil
No. of pending share transfers: Nil
All valid transfer received during the financial year 2014-15 have been acted upon by the
Company and there is no pending share transfers.

6.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR) :


i)

Terms of reference :
The Committee formulate and recommend to the Board, a CSR Policy and recommend the
amount of expenditure to be incurred on CSR activities. Committee framed a transparent
monitoring mechanism for implementation of CSR projects or programs or activities undertaken
by the Company and also monitor CSR policy from time to time.

ii)

Composition :
The CSR Committee of the Company consists of 3 Non-Executive and Independent Directors.

iii)

No. of Meetings held during the year :


During the year the Committee had 3 meetings i.e. on 9th August, 2014, 12th November, 2014
& 08th February, 2015.

iv)

Composition:
Name of the Director

Position

No. of Meetings Held

No. of Meetings
Attended

Shri Hareshkumar Shah

7.

Chairman

Shri Ramanbhai Patel

Member

Shri Narayanbhai G. Patel

Member

GENERAL BODY MEETINGS


Date, time and venue where Annual General Meetings / Extra Ordinary General Meetings were
held in last three years.
Financial
Year

Date and Time

Venue

No. of Special
Resolution Passed

2011-12
20 th AGM

28 th September, 2012
at 10.00 A.M.

5th Floor, Kalpana Complex,


Nr. Memnagar Fire Station,
Navrangpura, Ahmedabad 380 009.

No

2012-13
21 st AGM

28 th September, 2013
at 10.00 A.M.

5th Floor, Kalpana Complex,


Nr. Memnagar Fire Station,
Navrangpura, Ahmedabad 380 009.

No

2013-14
22 nd AGM

30 th August, 2014
at 10.00 A.M.

5th Floor, Kalpana Complex,


Nr. Memnagar Fire Station,
Navrangpura, Ahmedabad 380 009.

No

No Extra Ordinary General Meeting was held during last three years.
The Company has passed thefollowing resolutions through Postal Ballot.
During the year under review, the Company had dispatched the notice for Postal Ballot (including
e-voting) under Section 110 of the Companies Act, 2013 read with Companies (Management and
Administration) Rules, 2014, passed Special Resolutions for under Section 180(1)(c) of the
Companies Act, 2013 for Authorizing the Board of Directors of the Company to Borrow the money

32

Patels Airtemp (India) Ltd.


in excess of Paid up Capital and Free Reserve of the Company subject to maximum ` 150 Crores
& Special Resolution under Section 180(1)(a) of the Companies Act, 2013 for Authorizing the
Board of Directors to Creation of Charge, Hypothecation, Mortgage, sell or otherwise dispose of
the whole or substantially the whole of the undertaking of the company subject to maximum ` 150
Crores.
The following resolutions were declared passed with the requisite majority as Special
Resolutions by way of Postal Ballot (including e-voting) on 29th April, 2015.
Sr. Brief Particulars of
No. Special Resolution (s)

1.

2.

Total No.
of Votes
Received

Special Resolution under Section 2309964


180(1)(c) of the Companies Act,
2013 for authorizing the Board of
Directors of the Company to
Borrow the money in excess of
Paid up Capital and Free Reserve
of the Company subject to
maximum ` 150 Crores.
Special Resolution under Section 2309964
180(1)(a) of the Companies Act,
2013 for Authorizing the Board of
Directors to Creation of Charge,
Hypothecation, Mortgage, Sell or
Otherwise dispose of the whole
or substantially the whole of the
undertaking of the company
Subject to maximum ` 150 Crores.

No. of Shares and


% of Total Votes
cast in favour
No. of
% of
Shares
Votes
2309588 99.9999

2309588

99.9999

No. of Shares and


% of Total Votes
cast in against
No. of
% of
Shares
Votes
1
0.0000

0.0000

The Result of Postal Ballot has been displayed on the Notice Board at the Registered Office of the
Company, communicated to the Stock Exchanges and has also been posted on the website of the
Company www.patelsairtemp.com along with the Scrutinizers Report.
8.

9.

DISCLOSURES
a.

There are no material transactions with its promoters, directors or the management & key
managerial personal their subsidiaries or relatives, except as given in Notes on Accounts,
which may have potential, conflict with the interest of the Company at large.

b.

No penalties have been imposed on the Company by the Stock Exchange/s or SEBI or any
statutory authority, on the matter related to capital market during the last three years.

MEANS OF COMMUNICATION
Our Companys quarterly, half yearly and yearly financial results were taken on record by the
Board of Directors and submitted to the Stock Exchange in terms of the requirements of Clause 41
of the Listing Agreement. These were published in the newspaper as per the prescribed guidelines.
The Management Discussion & Analysis Report forms a part of this Annual Report. In pursuance
of Clause 54 of the Listing Agreement, the company is maintaining its website
www.patelsairtemp.com containing basic information about the company e.g. details of its business,
financial information, shareholding pattern, compliance with corporate governance. The company
also agrees to ensure that the contents of the said website are updated at any given point of time.

10. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)


The investor complaints are processed in a centralized web based complaints redress system.
The salient features of this system are: Centralised database of all complaints, online upload of

33

23 rd Annual Report 2014-2015


Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of
actions taken on the complaint and its current status.
11. USAGE OF ELECTRONIC PAYMENT MODES FOR MAKING PAYMENTS TO INVESTORS
In view of the SEBI vide its circular No. CIR/MRD/DP/10/2013 dated 21 st March, 2013, the
Electronic Clearing Services (ECS/NECS) facility should mandatorily be used by the companies
for the distribution of dividend to its members. In order to avail the facility of ECS/NECS, members
holding shares in physical form are requested to provide bank account details such as Bank &
Branch Name MICR, IFSC codes etc. to the Company or its Registrar and Share Transfer Agents
(R&T).
The Format of NECS Form have been given last page of this Annual Report 2014-15.
12. GREEN INITIATIVE IN CORPORATE GOVERNANCE: GO PAPERLESS
As part of the green initiative process, the company has taken an initiative of sending documents
like notice calling annual general meeting, Corporate Governance Report, Directors Report, audited
Financial statements, auditors report, dividend intimations etc., by email. Physical copies are sent
only to those shareholders whose email addresses are not registered with the company and for
the bounced-mail cases. Shareholders are requested to register their email id with Bigshare
Services Pvt. Ltd. Registrar and transfer agent / concerned depository to enable the company to
send the documents in electronic form or inform the company in case they wish to receive the
above documents in paper mode.
13. CODE OF BUSINESS CONDUCT:
The company has adopted the code of Business conduct which is applicable to Board of Directors
and senior management personnel of the company. The Board of Directors and Senior management
team is required to affirm the compliance of code annually. The code requires the Directors,
employees to act honestly, ethically, fairly, with integrity and in respectful manner.
14. CEO / CFO CERTIFICATION:
As required by Clause 49 of the Listing Agreement, the CEO / CFO Certification is provided in the
Annual Report.
15. GENERAL SHAREHOLDERS INFORMATION
a)

Annual General Meeting:


Date
Time
Venue

:
:
:

Saturday, 19th September, 2015


10.00 a. m.
Registered Office: 5th Floor, Kalpana Complex,
Nr. Memnagar Fire Station, Navrangpura, Ahmedabad-380 009.

b)

Financial Calendar : The Company follows April to March as its financial year. The results for
every quarter beginning from April is declared in the month following the quarter, however,
the result for the fourth quarter are clubbed with the declaration of audited accounts within 60
days of the year, whenever possible.

c)

Book Closure Date(s) : Thursday, 10th September, 2015 to Saturday, 19th, September, 2015
(both days inclusive). Entitlement for payment of dividend for the year 2014-15 would be on
the close of the day of 9th September 2015, for both physical and demat shareholders.

d)

Listing on Stock Exchange : The equity shares of the company are listed on the Bombay
Stock Exchange Ltd. (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.
The Company has paid the listing fees for the year 2015-16 to the Bombay Stock Exchange
Ltd., Mumbai.

e)

Stock Code / Name : BSE 517417 Script Name : PATELSAI,


The ISIN Number of the Company on both the depositories, NSDL and CDSL is
INE082C01024.

34

Patels Airtemp (India) Ltd.


f)

Corporate Identity Number (CIN)


Our Corporate Identity Number as allotted by Ministry of Corporate Affairs is
L29190GJ1992PLC017801 and our Company is registered in the state of Gujarat.

g)

h)

Stock Market Price / Data : The details of monthly high / low price of the Companys Shares
traded on the Mumbai Stock Exchange during the financial year 2014-15 is furnished below :
Months

High Price (`.)

Low Price (`.)

14-Apr

58.95

45.05

14-May

83.00

51.15

14-Jun

86.50

61.10

14-Jul

84.75

73.00

14-Aug

100.50

72.85

14-Sep

143.70

97.00

14-Oct

158.50

120.00

14-Nov

177.40

147.40

14-Dec

184.30

146.05

15-Jan

179.00

161.10

15-Feb

185.80

155.00

15-Mar

167.70

135.00

Registrar & Share Transfer Agents: In terms of SEBI Circulars dated 27.12.2002 & dated
12.02.2003 on appointment of common agency for share registry works, the Company has
appointed the below mentioned agency as Registrar & Share Transfer Agent, for both physical
and demat segment of equity shares of the company, which provides all shareholders related
services :
Bigshare Services Pvt. Ltd.,
Regd. Office : E-2/3, Ansa Industrial Estate,
Sakivihar, Saki Naka, Andheri(E),
Mumbai 400 072 Tele. No. (022) 40430200 / 28470652, Fax No. (022) 28475207
E-mail Address : www.bigshareonline.com

i)

Share Transfer System: The transfer of shares in physical form is processed and completed
by M/s. Bigshare Services Pvt. Ltd. within a period of 15 days from the date of receipt all
concern documents thereof. In case of shares in electronic form, the transfer is processed by
NSDL/CDSL through the respective Depository Participants.
(a) Distribution of Shareholding as on 31st March, 2015.
Shareholding of
Nominal Share

Number of
Shareholders

% of
Total

Share

% of
Total

to

500

6199

87.70

770183

15.19

501

to

1000

463

6.55

373951

7.38

1001

to

2000

209

2.96

326883

6.45

2001

to

3000

71

1.00

178900

3.53

3001

to

4000

39

0.55

143450

2.83

4001

to

5000

14

0.20

66115

1.30

5001

to

10000

35

0.50

259159

5.11

10001

&

Above

35

38

0.54

2951599

58.21

7068

100.00

5070240

100.00

23 rd Annual Report 2014-2015


j)

Dematerialisation of Shares: The Companys shares are under demat mode. The ISIN No.
of the Company is INE082C01024. Members who are desirous of holding their shares in
demat form are requested to apply to their Depository Participants in prescribed demat
requisition form along with original share certificate. About 96.65% of the total Equity capital
of the Company is held in demat form as on 31 st March, 2015.

k)

Reconciliation of Share Capital Audit:


As stipulated by SEBI, a qualified Practicing Company Secretary carries out the Reconciliation
of Share Capital Audit to reconcile the total admitted capital with National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSIL) and the total issued
and paid-up capital. This audit is carried out every quarter and the report thereon is submitted
to the stock exchanges and is placed before the board of directors of the Company. The audit,
inter alia, confirms that the listed and paid up capital of the company is in agreement with the
aggregate of the total number of shares in dematerialized form held with NSDL and CDSIL
and the total number of shares in physical form.

l)

Plant Location(s): The Companys plants/offices are located at:


Plant:
Plot 805, 806,807, 810 Rakanpur, Via: Sola-Bhadaj Village,
Ta: Kalol, Dist. Gandhinagar, Gujarat.
AC. Division Office:
5th Floor, Kalpana Complex, Nr. Memnagar Fire Station,
Navrangpura, Ahmedabad 380 009
Mumbai Office:
310, Oberoi Chambers-II, New Link Road,
Oshiwara, Andheri (W), Mumbai 400 053

m) Address of RTA Agent for Correspondence: For both physical & Electronic form:
M/S. Bigshare Services Private Limited
E-2/3, Ansa Industrial Estate,
Sakivihar Road, Saki Naka, Andheri (E), Mumbai-400 072
Tel: 022-28470652 Fax No: 022-2875207
Email: investor@bigshareonline.com
Website: www.bigshareonline.com
n)

For any assistance regarding dematerialization of shares, share transfers, change of address,
non-receipt of dividend or any other query, relating to shares:
Patels Airtemp (India) Ltd.
Regd. Office : 5th Floor, Kalpana Complex,
Nr. Memnagar Fire Station, Navrangpura, Ahmedabad 380 009.
Ph. No. : (079) 27913694/5/6, Fax No. (079) 27913693
Website: www.patelsairtemp.com

o)

As required by Clause 49 of the Listing Agreement with the stock exchange the Auditors
Certificate on Corporate Governance is given as Annexure to this report.

36

Patels Airtemp (India) Ltd.


CEO AND CFO CERTIFICATION
We Shri Narayanbhai G. Patel, Chairman & Managing Director and Shri Kamlesh R. Shah, Chief
Financial Officer responsible for the finance function certify that:
a)

We have reviewed the financial statements and cash flow statement for the year ended 31st March,
2015 and to the best of our Knowledge and belief:
i)

These Statements do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading.

ii)

These Statements together present a true and fair view of the companys affairs and are in
compliance with existing accounting standards, applicable laws and regulations.

b)

To the best of our Knowledge and belief, no transactions entered into by the Company during the
year ended 31st March, 2015 are fraudulent, illegal or violate the Companys code of conduct.

c)

We accept responsibility for establishing and maintaining internal controls for financial reporting
and we have evaluated the effectiveness of internal control systems of the company pertaining to
financial reporting. Deficiencies in the design or operation of such internal controls, if any, of
which we are aware, have been disclosed to the auditors and the Audit Committee and steps have
been taken to rectify these deficiencies.

d)

i)

There has not been any significant change in internal control over financial reporting during
the year under reference.

ii)

There has not been any significant change in accounting policies during the year requiring
disclosure in the notes to the financial statements.

iii)

We are not aware of any instance during the year of significant fraud with involvement therein
of the management or any employee having a significant role in the Companys internal
control system over financial reporting.

Place : Rakanpur
Date : 20th May, 2015

Narayanbhai G. Patel
Chairman & Managing Director

37

Kamlesh R. Shah
Chief Financial Officer

23 rd Annual Report 2014-2015


CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE
To,
The Members
Patels Airtemp (India) Ltd.
We have examined the compliance of conditions of Corporate Governance by M/s PATELS AIRTEMP
(INDIA) LIMITED, for the year ended on 31st March 2015, as stipulated in Clause 49 of the Listing
Agreement of the said Company with stock exchanges. The compliance of conditions of Corporate
Governance is the responsibility of the Management. Our examination has been limited to a review of
the procedures and implementation thereof adopted by the Company for ensuring compliance with the
conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an
expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and
based on the representations made by the Directors and the Management, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the abovementioned Listing Agreement.
We state that such compliance is neither an assurance as to future viability of the Company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the Company.

FOR PARIKH & MAJMUDAR


CHARTERED ACCOUNTANTS
Place : AHMEDABAD
Date : 20th May, 2015

C.A. Dr. HITEN M. PARIKH


PARTNER
M. No. 40230
FRM No.: 107525W

38

Patels Airtemp (India) Ltd.


MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENT
The Company is engaged in the manufacture and sale of extensive range of Heat Exchangers such as
Shell & Tube type, Finned tube type and Air cooled Heat Exchangers, Pressure Vessels, Air-conditioning
and Refrigeration equipments and Turnkey HVAC Projects in India & marketing of equipments even
outside India. All these products are supplied to leading Industrial Sections like Power Projects,
Refineries, Fertilizers, Cements, Petrochemicals, Pharmaceuticals, Textile and Chemical Industries.
With the highly innovative environment, the Company could sustain its sales even in highly cut-thought
competition and the prevailing market conditions.
PRODUCT WISE PERFORMANCE
The Company is operating in one segment i.e. engineering fabrication having different products, such
as Heat Exchangers, Air Cooled Heat Exchangers, Pressure Vessels, Air-conditioning & Refrigeration
Equipments, Turnkey HVAC projects and other Misc. products, the turnover of which are given in Notes
on Accounts portion of the Annual Report. Your company has decided to stick to high value added
engineering products. These products are regularly procured by the Industrial Process Plants / Units.
These products has ASME U/ U2/ S Stamp authorization, it is expected to improve profitability of
the company in the future. For updating Heat Transfer Technology, Company has become member of
HTRI (Heat Transfer Research, Inc, U.S.A.).
FUTURE OUTLOOK
The long-term fundamentals of the Indian economy which is expected to remain strong. Key
fundamentals generally include demographics, rising income and purchasing power of population
and large investment in pipeline. The growth of the economy is being driven primarily by domestic
investment and consumption, with limited dependence on exports or the demand situation in other
economies. At the same time, there are some concerns, particularly with regard to inflation. Inflationary
pressures emerging from commodity and food prices have shown signs of becoming more generalised,
leading to the containing of inflation becoming the key priority of policy makers. In addition, the global
economic environment continues to remain uncertain with slow recovery and fiscal concerns in
developed markets. Keeping in mind the aforesaid factors, your company will make all efforts to encash
the opportunities which come across.
OPPORTUNITIES
Export in the developed countries like USA, Canada & Europe and other countries like Nigeria,
Indonesia, Zambia etc. is to be developed and it is expected to provide large impetus to engineering
exports to these countries after obtaining the ASME U/ U2/ S Stamp Authorisation. Your company
is preparing itself to meet the increased demand in the years to come through efficient production
management system which will enable to minimize the risk of raw materials price fluctuations.
RISK FACTORS
Risk is an integral part of every business and your company always tries to deliver superior shareholder
value by achieving an appropriate trade-off between risk and returns. Our risk management strategy is
based on a clear understanding of various risks i.e. operational risk, marketing risk involved, systematic
risk assessment and taking steps to overcome risks and continuous monitoring.
The industry is facing stiff competition from big players who are producing on large scale production
and have the advantage of economies in cost, facing challenges from cheaper imports and the industry
is also facing risks from unorganized sector particularly from the marketing in the state and nearby
states which have major thrust on Air-conditioning and Refrigerator parts. However, Your Company
does not foresee any risk due to its concentration on quality commitment for better products and prompt
after sales and service. The Government of Indias measures to curb cheaper imports imposing anti
dumping duties and other restrictions will give much needed relief to the domestic industry.

39

23 rd Annual Report 2014-2015


QUALITY CONTROL
The Company features its achievements to adherence to strict quality standards. This has been achieved
through our efforts to strike the balance between resources and technology to develop products at
same level in excellence with international standards. The quality standard is taken care from the initial
stage of production to ensure high end product quality.
INTERNAL CONTROL SYSTEM
The Company has adequate internal control system in operation commensurate with the size and
nature of its business for enduring efficiency of operation and protection of Companys assets. The
Audit Committee formed by the company review on periodical basis the compliance with the Companys
policies, procedures and prevailing laws.
INDUSTRIAL RELATION & HUMAN RESOURCES
To praise the sophisticated production process, we have a team of experienced workers who are
skilled and trained to get best out of it. Regular orientation programs are being conducted by the
company wherein workers are directly exposed to the experts, which keep them with the latest
technology and development.
The Companys philosophy is to provide to its employees friendly working environment and a
performance oriented work culture. The company believes that human resources are important asset
for giving Company a competitive edge in a competitive environment.
To enrich the skills of employees and enrich their experience, the Company arranges, Practical Training
Courses by Internal and External Faculty.
The Companys relations with the employees at all levels are very cordial and peaceful. The company
has about 251 employees working with them as on 31st March, 2015 on permanent as well as contractual
basis.
CAUTIONARY STATEMENT
The statement given in this report, describing the Companys objectives, estimates and expectations
and future plans may contribute towards forward looking statement within the meaning of applicable
laws and / or regulations. Actual performance may differ materially from those either expressed or
implied.

40

Patels Airtemp (India) Ltd.


INDEPENDENT AUDITORAS REPORT
To
The Members of
PATELS AIRTEMP (INDIA) LTD.
Report on the Financial Statements
We have audited the accompanying financial statements of M/s PATELS AIRTEMP (INDIA) LIMITED
(the Company) which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and
Loss and the Cash flow statement for the year then ended, and a summary of significant accounting
policies and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies
Act, 2013 (the Act) with respect to the preparation of these financial statements that give a true and fair
view of the financial position, financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters
which are required to be included in the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)
of the Act. Those Standards require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures
in the financial statements. The procedures selected depend on the auditors judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal financial control relevant to the
Companys preparation of the financial statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on whether the Company has in place an adequate internal financial controls system over financial
reporting and the operating effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of the accounting estimates
made by the Companys Directors, as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India, of the

41

23 rd Annual Report 2014-2015


state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1.

As required by the Companies (Auditors Report) Order, 2015 (the Order) issued by the Central
Government in terms of Section 143(11) of the Act, we give in the Annexure a statement on the
matters specified in paragraphs 3 and 4 of the Order.

2.

As required by Section 143(3) of the Act, we report that:


(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so
far as it appears from our examination of those books.
(c)

The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with
by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31 st March, 2015
taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,
2015 from being appointed as a director in terms of Section 164 (2) of the Act.
(f)

With respect to the other matters to be included in the Auditors Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:
i.

The Company does not have any pending litigations which would impact its financial
position.

ii.

The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.

iii.

During the year, there has been no delay in transferring amounts, required to be transferred,
to the Investor Education and Protection Fund by the Company.
For Parikh & Majmudar
Chartered Accountants
FR No. 107525W
[C.A (Dr) Hiten M. Parikh]
PARTNER
Membership No. 40230

Place : Ahmedabad
Date : 20/05/2015

42

Patels Airtemp (India) Ltd.


ANNEXURE TO AUDITORS REPORT
(Referred to in our Report of Even Date)
i)
a) The company has generally maintained proper records showing full particulars, including
quantitative details and situation of the fixed assets.
b) As explained to us, a major portion of the fixed assets has been physically verified by the
management during the year in accordance with a phased programme of verification adopted
by the Company. As informed to us, no material discrepancies were noticed on such physical
verification.
ii) a) As informed to us, Physical verification of inventory has been conducted during the year by
the management at reasonable intervals.
b) In our opinion and according to the information and explanations given to us, the procedure
of physical verification of inventories followed by the management are reasonable and
adequate in relation to the size of the Company and the nature of its business.
c) On the basis of our examination of the records of the company, we are of the opinion that the
company is maintaining proper records of inventory. The discrepancies noticed on verification
between physical stocks and the books of accounts were not material.
iii) The company has not granted any secured or unsecured loans to any Companies, firm or parties
covered in the register maintained under section 189 of the Companies Act, 2013.( the Act)
iv) In our opinion & according to the information & explanations given to us, there is an adequate
internal control system commensurate with the size of the company & nature of its business for
the purchase of inventory, fixed assets & also for the sales of goods and services. We have not
observed any major weaknesses in internal control systems during the course of our Audit.
v) The Company has not accepted any deposits from the public during the year.
vi) As explained to us, the Central Government has not specified maintenance of Cost records under
sub section (1) of section 148.
vii) a) According to the records of the company, undisputed statutory dues including provident fund,
Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Value Added Tax, duty of
Customs, duty of Excise, Cess & Other Statutory dues have been regularly deposited during
the year with the appropriate authorities. According to the information & explanation given to
us, no un-disputed amounts were outstanding as at 31st March 2015 for a period of more
than six months from the date they became payable.
b) According to the information & explanations given to us, there were no material dues of
Income Tax, wealth Tax, Sales Tax, Value added tax, Service Tax, duty of excise, duty of
Customs and cess which have not been deposited with the appropriate authorities on
account of any disputes.
c) According to the information and explanations given to us the amounts which were required
to be transferred to the Investor Education and Protection Fund in accordance with the
relevant provisions of the Companies Act, 1956 and rules made there under has been
transferred to such fund within time.
viii) The company does not have any accumulated losses at the end of financial year and has not
incurred cash losses in the financial year and in the immediately preceding financial year also.
ix) According to the information & explanations given to us, the company has not defaulted in
repayment of dues to banks.
x) According to information and explanations given to us, the Company has not given any guarantee
for loans taken by others form banks or financial institutions.
xi) According to the Information & explanations given to us, the term loan raised during the year has
been applied for the purpose for which the loans were raised.
xii) According to the information & explanations given to us, no fraud on or by the company has been
noticed or reported during the year.
For PARIKH & MAJMUDAR
CHARTERED ACCOUNTANTS
(C.A Dr Hiten Parikh)
PARTNER
M.No.40230
FRNNO 107525W

Place : AHMEDABAD
Date : 20/05/2015

43

23 rd Annual Report 2014-2015


BALANCE SHEET AS AT 31ST MARCH, 2015
Particulars

A EQUITY AND LIABILITIES


1 Shareholders funds
(a) Share capital
(b) Reserves and surplus
Sub total-Shareholders funds
2 Non-current liabilities
(a) Long-term borrowings
(b) Deferred tax liabilities (net)
(c) Other long-term liabilities
(d) Long-term provisions
Sub total-Non-current Liabilities
3 Current liabilities
(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities
(d) Short-term provisions

Note No.

1
2

3
4
5
6

7
8
9
10

Sub total -Current liabilities


TOTAL EQUITY & LIABILITIES
B ASSETS
1 Non-current assets
(a) FIXED ASSETS
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
(b) Non-current investments
(c) Long-term loans and advances
(d) Other non-current assets
Sub total - Non-current assets
2 Current assets
(a) Current investments
(b) Inventories
(c) Trade receivables
(d) Cash and cash equivalents
(e) Short-term loans and advances
(f) Other current assets
Sub total - Current assets
TOTAL ASSETS
Significant Accounting Policies
Notes on Financial Statements

As at
31 March, 2015
`

As at
31 March, 2014
`

50,702,400
483,579,278

50,702,400
441,702,517

534,281,678

492,404,917

32,074,996
25,225,258
1,152,994
2,049,051

26,706,425
2,210,512
1,807,502

60,502,299

30,724,439

218,217,835
138,175,713
63,356,274
22,201,243

146,357,840
140,091,285
21,404,208
14,726,321

441,951,065
1,036,735,042

322,579,654
845,709,009

225,682,453
4,232,473
20,300
4,448,670
30,906,274

218,468,567
5,717,977
20,300
8,414,565
54,591,921

265,290,170

287,213,330

264,343,801
229,579,516
221,117,642
56,403,913
771,444,872

235,528,066
129,980,080
165,738,666
27,248,867
558,495,679

1,036,735,042

845,709,009

11

12
13
14

15
16
17
18

A
1 to 43

As per our report of even date


For, PARIKH & MAJMUDAR
CHARTERED ACCOUNTANTS
FR NO. 107525W

For and on behalf of the Board of Directors of


PATELS AIRTEMP (INDIA) LTD.

C.A. Dr. HITEN PARIKH


PARTNER
M NO. 040230

NARAYANBHAI G. PATEL
CHAIRMAN & MANAGING DIRECTOR
DINNO : 00023107

SANJIVKUMAR N. PATEL
DIRECTOR
DINNO : 02794095

KARANSINGH I. KARKI
COMPANY SECRETARY

KAMLESH R. SHAH
CHIEF FINANCIAL OFFICER

Place : AHMEDABAD
Date : 20-05-2015

Place : RAKANPUR
Date : 20-05-2015

44

Patels Airtemp (India) Ltd.


STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31 ST MARCH, 2015
Particulars

Note
No.

A CONTINUING OPERATIONS
1 Revenue from Operations (Gross)
Less: Excise duty

For the year ended


31 March, 2015
`

For the year ended


31 March, 2014
`

1,214,141,208
86,676,995

753,752,481
46,229,998

1,127,464,213
4,219,865

707,522,483
4,899,744

1,131,684,078

712,422,227

21
22
23

639,333,162
38,035,564
-49,148,988

312,748,761
34,394,089
28,845,334

24
25
11
26
27

63,270,342
174,865,178
24,862,439
26,766,910
117,464,202
39,045
1,035,487,854

55,567,482
102,391,843
17,169,423
11,922,043
76,806,721
120,671
639,966,367

96,196,224

72,455,860

(5 + 6)

96,196,224

72,455,860

(7 + 8)

96,196,224

(214,975)
72,240,885

32,640,000

22,001,000

(181,853)

359,758

19

Revenue from Operations (Net)


2 Other income

20

3 Total revenue (1+2)


4 Expenses
(a) Cost of Materials Consumed
(b) Purchases of Stock-in-Trade
(c ) Changes in inventories of finished goods,
work-in-progress and stock-in-trade
(d) Employee benefits Expenses
(e) Other Manufacturing Expenses
(f) Depreciation and Amortisation Expense
(g) Finance Cost
(h) Other Expenses
(i) Prior Period Adjustment
Total expenses
5 Profit before exceptional and extraordinary
items and tax (3 - 4)
6 Exceptional items
7 Profit before extraordinary items and tax
8 Extraordinary items
a) Profit / (Loss) on sale of Fixed Assets
9 Profit / (Loss) before tax
10 Tax expense :
(a) Current tax expense for current year (incl
Wealth Tax Provision)
(b) Current tax expenses relating to prior years
(c ) Wealth tax expenses relating to prior years

5,084

(3,728)

32,463,231
1,709,388

22,357,030
3,238,967

11 Profit from continuing operations (9 + 10)

34,172,619
62,023,605

25,595,997
46,644,888

12 Profit for the year (11)

62,023,605

46,644,888

12.23

9.20

(d) Net current tax expense


(e) Deferred tax

13 Earnings per share (of 10/- each): Basic & Diluted


Significant Accounting Policies
A
Notes on Financial Statements
1 to 43
As per our report of even date
For, PARIKH & MAJMUDAR
CHARTERED ACCOUNTANTS
FR NO. 107525W

For and on behalf of the Board of Directors of


PATELS AIRTEMP (INDIA) LTD.

C.A. Dr. HITEN PARIKH


PARTNER
M NO. 040230

NARAYANBHAI G. PATEL
CHAIRMAN & MANAGING DIRECTOR
DINNO : 00023107

SANJIVKUMAR N. PATEL
DIRECTOR
DINNO : 02794095

KARANSINGH I. KARKI
COMPANY SECRETARY

KAMLESH R. SHAH
CHIEF FINANCIAL OFFICER

Place : AHMEDABAD
Date : 20-05-2015

Place : RAKANPUR
Date : 20-05-2015

45

23 rd Annual Report 2014-2015


CASH FLOW STATEMENT FOR THE YEAR ENDED 31 ST MARCH 2015
2014-2015
`
A

2013-2014
`
`

CASH FLOW FROM OPERATING ACTIVITIES


Net Profit before Tax and Extra Ordinary Items

96,235,269

72,576,531

Adjustments for :
Depreciation

24,862,439

17,169,423

Interest expenses

26,766,910

11,922,043

Interest Income

(3,722,385)

(4,899,744)

Diminution in Value of Investment

47,906,964

259700

24,451,422

OPERATING PROFIT BEFORE WORKING


CAPITAL CHANGES

144,142,233

97,027,953

Adjustment for:
Trade and other receivables (Including Short term

(128,754,482)

37,322,120

(28,815,735)

(33,425,675)

45,295,444

37,557,310

loans & advances)


Inventories
Trade Payable & Other Payables ( Including other
Long Term & other Current liabilities & Provisions)
CASH GENERATED FROM OPERATIONS
Direct Taxes paid /Payable

(112,274,773)

41,453,755

31,867,460

138,481,708

(32,463,231)

CASH FLOW BEFORE EXTRAORDINARY ITEMS

(22,357,030)
(32,463,231)

(22,357,030)

(595,771)

116,124,678

Extraordinary items:
Prior period adjustments

(39,045)

NET CASH FROM OPERATING ACTIVITIES


B

(39,045)

(120,671)

(634,816)

(120,671)
116,004,007

CASH FLOW FROM INVESTING ACTIVITIES :


Purchase of Fixed Assets

(40,424,557)

(46,229,798)

626,000

3,722,385

4,899,744

27,651,542

(14,992,345)

(Net of Modvat benefit)


Sale of Fixed Asset
Interest Received
Changes in Non Current Assets (Including Long term
Loans & Advances)

NET CASH USED IN INVESTING ACTIVITIES

46

(9,050,630)

(55,696,399)

(9,050,630)

(55,696,399)

Patels Airtemp (India) Ltd.

2014-2015
`
C

2013-2014
`
`

CASH FLOW FROM FINANCING ACTIVITIES :


Proceeds/(Repayment) from secured

6,300,000

(29,325,387)

3,432,572

128,360,382

3,124,573

Borrowings
Proceeds/(Repayment) from Unsecured
Borrowings
Proceeds from Bank borrowings for
Working Capital Facilities
Changes in Short Provision

(78,336)

Corporate Dividend Paid & Dividend Tax

(13,425,327)

(11,785,519)

Interest Paid

(26,766,910)

(11,922,043)
65,064,422

(17,150,417)

NET CASH USED IN FINANCING ACTIVITIES

65,064,422

(17,150,417)

NET INCREASE/(DECREASE) IN CASH AND CASH

55,378,976

43,157,191

165,738,666

122,581,475

221,117,642

165,738,666

CASH AND CASH EQUIVELANTS AS AT


THE BEGINING OF THE YEAR
CASH AND CASH EQUIVELANTS AS AT
THE CLOSING OF THE YEAR
Note: Cash and Cash Equivalents Includes:
a) Cash on hand
b) Balance with Banks in Current account
c) Balance with Banks in Margin Money account
d) Balance in Dividend Account
e) In EEFC Account
f) Debit Balance in CC Account

653,269

736,587

134,242,320

82,294,762

73,036,958

65,229,558

1,504,152

1,569,163

10,773,141

15,908,596

907,802
221,117,642

165,738,666

Note : The above Cash Flow Statement has been prepared under the Indirect Method as set out in Accounting Standard 3 on Cash
Flow Statement issued by The Institute of Chartered Accountants of India.
As per our report of even date
For, PARIKH & MAJMUDAR
CHARTERED ACCOUNTANTS
FR NO. 107525W

For and on behalf of the Board of Directors of


PATELS AIRTEMP (INDIA) LTD.

C.A. Dr. HITEN PARIKH


PARTNER
M NO. 040230

NARAYANBHAI G. PATEL
CHAIRMAN & MANAGING DIRECTOR
DINNO : 00023107

SANJIVKUMAR N. PATEL
DIRECTOR
DINNO : 02794095

KARANSINGH I. KARKI
COMPANY SECRETARY

KAMLESH R. SHAH
CHIEF FINANCIAL OFFICER

Place : AHMEDABAD
Date : 20-05-2015

Place : RAKANPUR
Date : 20-05-2015

47

23 rd Annual Report 2014-2015


SIGNIFICANT ACCOUNTING POLICIES
A.

SIGNIFICANT ACCOUNTING POLICIES


i)

BASIS OF PREPARATION
These financial statements have been prepared to comply in all material aspects with
applicable accounting principles in India, the applicable Accounting Standards prescribed
under Section 133 of the Companies Act, 2013 (Act) read with Rule 7 of the Companies
(Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and other accounting
principles generally accepted in India, to the extent applicable.

ii)

USE OF ESTIMATES
The preparation of the financial statements in conformity with GAPP requires the Management
to make estimates and assumptions that affect the reported balances of assets and liabilities
and disclosures relating to contingent liabilities as at the date of the financial statements and
reported amounts of income and expenses during the period. Accounting estimates could
change from period to period. Actual results could differ from those estimates. Appropriate
changes in estimates are made as the Management becomes aware of changes in
circumstances surrounding the estimates. Changes in estimates are reflected in the financial
statements in the period in which changes are made and, if material, their effects are disclosed
in the notes to the financial statements.

iii)

RECOGNITION OF INCOME & EXPENDITURE


Revenues/Incomes and costs / expenditures are generally accounted on accrual, as they are
earned or incurred. Sales are inclusive of excise duty but exclusive of Sales Tax / VAT
collected. With regard to sale of product, Sales are recognised, net of returns and trade
discounts, on transfer of significant risks and rewards of ownership to the buyer, which generally
coincides with the delivery of goods to customers. Export Incentives are accounted on Accrual
Basis.

iv)

EXCISE DUTY
Excise duty is accounted on the bases of both, payment made in respect of goods cleared
and also provision made for goods lying in bonded warehouses. Excise duties in respect of
Finished Goods lying in stock are shown separately as an item of Other Expenses.

v)

FIXED ASSETS
(a) Fixed assets are stated at cost (net off of Cenvat & VAT), less accumulated depreciation
(other than land and goodwill, where no depreciation is charged).
(b) Capital Work in Progress is stated at cost.
(c)

vi)

Intangible assets are recorded at the consideration paid for acquisition.

INVESTMENTS
Current investment if any are carried at the lower of cost or quoted/fair value. Long Term
Investments are stated at cost of acquisition. Provision for diminution in the value of long term
investment is made only if such a decline is other than temporary.

vii) VALUATION OF INVENTORIES


a)

Raw materials are valued at lower of cost or net realizable value.

b)

Work in progress is valued at cost of materials and labour charges together with relevant
factory overheads.

c)

Finished Goods are valued at lower of cost or net realizable value.

d)

Goods in transit are valued at cost.

48

Patels Airtemp (India) Ltd.


viii) METHOD OF DEPRECIATION
(a) Depreciation on fixed assets (other than land & goodwill, where no depreciation is
provided) has been provided on Straight Line method. Depreciation is provided based
on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013
(b) Depreciation on additions to Assets during the year is being provided on pro-rata basis
with reference to month of acquisition/installation as required by Schedule II of the
Companies Act, 2013.
(c)

Intangible assets are amortized over a period of 8 years.

(d) No depreciation has been provided on the assets where the accumulated depreciation
has exceeded 95% of its original cost.
(e) No depreciation has been provided in respect of Capital Work In Progress.
(f)
ix)

No depreciation has been provided on self generated intangible assets.

FOREIGN CURRENCY TRANSACTIONS


Transactions in the foreign currency which are covered by forward contracts are accounted
for at the contracted rate; the difference between the forward rate and the exchange rate at
the date of transaction is recognized in the Statement of profit & loss over the life of the
contract. Foreign currency denominated monetary assets and liabilities are translated into
the relevant functional currency at exchange rates in effect at the Balance Sheet date. The
gains or losses resulting from such translations are included in the Statement of Profit and
Loss. Non-monetary assets and non-monetary liabilities denominated in a foreign currency
and measured at fair value are translated at the exchange rate prevalent at the date when the
fair value was determined. Non-monetary assets and non-monetary liabilities denominated
in foreign currency and measured at historical cost are translated at the exchange rate
prevalent at the date of transaction. Revenue, expense and cash-flow items denominated in
foreign currencies are translated into the relevant functional currencies using the exchange
rate in effect on the date of the transaction. Transaction gains or losses realized upon settlement
of foreign currency transactions are included in determining net profit for the period in which
the transaction is settled.

x)

IMPAIRMENT OF ASSETS
The Management periodically assesses using, external and internal sources, whether there
is an indication that an asset may be impaired. An impairment loss is recognized wherever
the carrying value of an asset exceeds its recoverable amount. The recoverable amount is
higher of the assets net selling price and value in use, which means the present value of
future cash flows expected to arise from the continuing use of the asset and its eventual
disposal. An impairment loss for an asset other than goodwill is reversed if, and only if, the
reversal can be related objectively to an event occurring after the impairment loss recognized.
The carrying amount of an asset other than goodwill is increased to its revised recoverable
amount that would have been determined (net of any accumulated amortization or
depreciation) had no impairment losses been recognized for the asset in prior years.

xi)

TAXATION
-

Income-tax expense comprise of current tax, wealth tax and deferred tax charge or
credit.

Provision for current tax is made on the basis of the assessable income at the tax rate
applicable for the relevant assessment year.

The deferred tax asset and deferred tax liability is calculated by applying tax rate and tax
laws that have been enacted or substantively enacted by the balance sheet date. Deferred
tax assets arising mainly on account of brought forward losses and unabsorbed
depreciation under tax laws, are recognized, only if there is a virtual certainty of its
realization, supported by convincing evidence. Deferred tax assets on account of other
timing differences are recognized only to the extent there is a reasonable certainty of its

49

23 rd Annual Report 2014-2015


realization. At each balance sheet date, the carrying amounts of deferred tax assets are
reviewed to reassure realization.
xii) RETIREMENT BENEFITS
a)

Short Term
Short term employee benefits are recognized as an expense at the undiscounted amount
expected to be paid over the period of services rendered by the employees to the
company.

b)

Long Term
The company has both defined contribution and defined benefit plans, of which some
have assets in approved funds. These plans are financed by the Company in the case of
defined contribution plans.

c)

Defined Contribution Plans


These are the plans in which the Company pays pre-defined amounts to separate funds
and does not have any legal or informal obligation to pay additional sums. These comprise
of contribution to Employees Provident Fund. The Companys payments to the defined
contribution plans are reported as expenses during the period under which an employee
perform the services that the payment covers.

d)

Defined Benefit Plans


Expenses for defined benefit gratuity payment plans are calculated as at the balance
sheet date by independent actuaries in the manner that distributes expenses over the
employees working life. These commitments are valued at the present value of the
expected future payments, with consideration for calculated future salary increase, using
a discounted rate corresponding to the interest rate estimated by the actuary having
regard to the interest rate on Government Bonds with a remaining terms i.e. almost
equivalent to the average balance working period of employees.

e)

Leave Encashment
The company is providing for Leave Encashment on the basis of unavailed leave by the
employees.

xiii) CONTINGENT LIABILITES/ CONTINGENT ASSETS

ix)

a)

Contingent liabilities are disclosed by way of note in the Balance Sheet.

b)

Contingent Assets are neither recognized nor disclosed in the Financial Statements.

CASH FLOW STATEMENT


Cash flows are reported using the indirect method, whereby profit before tax is adjusted for
the effects of transactions of a non-cash nature, any deferrals or accruals of past or future
operating cash receipts or payments and item of income or expenses associated with investing
or financing cash flows.. The Cash flows from operating, investing and financing activities of
the Group are segregated.
Cash and Cash equivalents presented in the Cash Flow Statement consist of cash on hand
and demand deposits with banks.

x)

EARNING PER SHARE :


Basic earning per share is calculated by dividing the net profit after tax for the year attributable
to Equity Shareholders of the Company by the weighted average number of Equity Shares in
issue during the year. Diluted earning per Share is calculated by dividing net profit attributable
to equity Shareholders (after adjustment for diluted earnings) by average number of weighted
equity shares outstanding during the year.

xi)

PROPOSED DIVIDEND & CORPORATE DIVIDEND TAX


Dividend proposed by the Board of Directors for the year under review along with corporate
dividend tax if any, is provided in the books of accounts. Approval in the General Meeting is
pending for the same.

50

Patels Airtemp (India) Ltd.


NOTES FORMING PART OF THE FINANCIAL STATEMENTS
Note 1 Share capital
PARTICULARS

As at 31 March, 2015
`

Number of
Shares
(a) Authorised 7000000 (P. Y. 7000000)
Equity shares of
` 10/- each
(b) Issued 5070240 (P. Y. 5070240)
Equity shares of
` 10/- each
(c ) Subscribed and fully paid up
5070240 (P. Y. 5070240)
Equity shares of
` 10/- each
Total

As at 31 March, 2014
`

Number of
Shares

7,000,000

70,000,000

7,000,000

70,000,000

5,070,240

50,702,400

5,070,240

50,702,400

5,070,240

50,702,400

5,070,240

50,702,400

5,070,240

50,702,400

5,070,240

50,702,400

Note 1 Share capital (contd.)


Notes :
(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting
period:

PARTICULARS

As at 31 March, 2015

As at 31 March, 2014

No. of Shares

Amt `

Equity shares with


Equal voting rights
Op Balance
Fresh Issue
Bonus Share

Amt `

5,070,240
-

50,702,400
-

5,070,240

50,702,400
-

Cl Balance

5,070,240

50,702,400

5,070,240

50,702,400

No. of Shares

Note: The Company has only one class of Shares having Par Value of ` 10 per Share. Each Share holder is eligible
for one vote per share.
Note 1 Share capital (contd.)
Details of shares held by each shareholder holding more than 5% shares:

Class of shares /
Name of shareholder

Equity shares with voting rights


Therm Flow Engineers Pvt. Ltd.
Devidas Chelaram Narumalani
Narendrabhai Gopalbhai Patel
Patel Prakashbhai Narayanbhai

As at
31 March, 2015
Number of
shares held
shares
1,364,512
290,145
268,500
-

51

As at
31 March, 2014

% holding in
that class of

26.91%
5.72%
5.30%
-

Number of
shares held
shares
1,068,625
290,145
268,500
280,000

% holding in
that class of

21.08
5.72
5.30
5.52

23 rd Annual Report 2014-2015


As at
31-3-2015
`

As at
31-3-2014
`

63,500,000
9,000,000

54,500,000
9,000,000

72,500,000

63,500,000

1,500,000
-

1,500,000
-

1,500,000

1,500,000

376,702,517
6,643,181

350,843,148
-

78,336
62,023,605

46,644,888

11,154,528
2,270,799

10,140,480
1,645,039

9,000,000

9,000,000

Closing balance

409,579,278

376,702,517

Total

483,579,278

441,702,517

4,899,996

27,175,000

32,074,996

PARTICULARS
Note 2 Reserves and surplus
(a) General reserve
Opening balance
Add: Transferred from surplus in Statement of Profit and Loss
Less: Utilised / transferred during the year
Closing balance
(b) Other reserves -CAPITAL INVESTMENT SUBSIDY
Opening balance
Add: Additions / transfers during the year
Less: Utilisations / transfers during the year
Closing balance
(c ) Surplus / (Deficit) in Statement of Profit and Loss
Opening balance
Less: Adjustment on account of change in useful life of asset
Refer Note No 35 of Notes forming part of Financial Statement)
Less: Short Provision of Dividend Distribution Tax
Add: Profit / (Loss) for the year
Less: Final dividend
Dividends proposed to be distributed to equity shareholders
[(` 2.20/- per share) (P.Y 31st March 2014, ` 2/- per Share)]
Tax on dividend
Transferred to:
General reserve

Note 3 Long-term borrowings


(a) Vehicle Loan From Bank (Refer Note 1 below)
(b) Loans and advances from related parties
Directors : Unsecured
Total

Note 1
In 60 Equal Monthly Installments of ` 116667 eachto be serviced every month as and when due.
Note No. 4 - Notes forming part of the financial statements
Deferred tax (liability) / asset (Refer note 34)
Deferred tax liability
On Depreciation Difference
Deferred tax asset
Disallowances under Section 43B of the Income Tax Act, 1961
Net deferred tax (liability) / asset
Note 5 Other long-term liabilities
(a) Trade Payables:
(i) Creditors
(b) Others:
(i) Others : Long term payables
Total

52

26,474,181

27,733,140

1,248,923

1,026,715

25,225,258

26,706,425

1,057,518

1,152,994

1,152,994

1,152,994

2,210,512

Patels Airtemp (India) Ltd.


As at
31-3-2015
`

As at
31-3-2014
`

Provision for Leave encashment

2,049,051

1,807,502

Total

2,049,051

1,807,502

PARTICULARS
Note 6 Long-term provisions
(a) Provision for employee benefits:
(i)

Note 7 Short-term borrowings


(a) Loans repayable on demand
From Bank of Baroda (Refer Note 1 below)
Secured
(b) Inter Corporate Deposit

218,217,835

89,857,453

56,500,387

218,217,835

146,357,840

(Includes dues to company in which


directors are interested)
Total

Notes : Working Capital facilities from Bank of Baroda is secured by way of hypothecation of raw-materials, stores
and spares, work-in-progress of finished goods and book debts of the company both present and future and first
charge on companys plant & machinery, other movable assets of the comapany as well as secured by mortgage of
companies factory land and building situated at Plot no. 805, 806, 807, and 810 at Rakanpur, Tal. Kalol, Dist.
Gandhinagar and secured by equitable mortgage of plot no 811 of the company situated at village Rakanpur Taluka
Kalol Dist Gandhinagar as collateral security and is also personally guaranteed by the Promoters of the company.
Note 8 Trade payables
Trade payables:
For Goods
For Expenses

115,314,438

124,141,611

22,861,275

15,949,674

138,175,713

140,091,285

{Refer Note No. 38}


Total
Note 9 Other current liabilities
(a) Current maturities of long-term debt

1,400,004

(b) Unpaid dividends

1,504,152

1,569,163

(c ) Statutory Liabilities

4,001,955

519,595

(d) Payables on purchase of fixed assets


(e) Advance from customers
Total

394,046

784,937

56,056,117

18,530,513

63,356,274

21,404,208

1,548,702

1,356,977

Note 10 Short-term provisions


(a) Provision for employee benefits:
(i)

For bonus

(b) Provision - Others:


(i)

Provision for tax (net of Advance Tax and TDS)

7,037,214

1,482,825

(ii)

Provision for proposed equity dividend

11,154,528

10,140,480

(iii) Provision for tax on proposed dividend

2,270,799

1,645,039

(iv) Provision - others (Wealth tax)

Total

53

190,000

101,000

20,652,541

13,369,344

22,201,243

14,726,321

23 rd Annual Report 2014-2015


(in `)

Note 11 Fixed assets


A. Tangible assets
Balance
as at
1 April, 2014
(a) Land
- Freehold
2,642,034
(b) Buildings
55,795,160
(c ) Plant and Equipment
226,737,512
(d) Electrical installation
8,043,107
(e) Furniture and Fixtures
7,765,941
(f) Vehicles
23,658,442
(g) Office equipment
4,565,617
(h) Road
5,639,232
(i) Computer
4,019,041
Total
338,866,086
Previous year
300,016,547
A. Tangible assets

(a) Land
- Freehold
(b) Buildings
(c ) Plant and Equipment
(d) Electrical installation
(e) Furniture and Fixtures
(f) Vehicles
(g) Office equipment
(h) Road
(i) Computer
Total
Previous year

Additions

2,327,059
16,592,722
1,449,322
681,937
18,115,315
459,368
590,013
40,215,736
41,514,842

Gross block
Disposals
Balance
as at
31 March, 2015

Balance
Amount
as at
transferred
1 April, 2014 to reserve

2,665,303

19,800,917
81,095,789 8,630,421
3,652,717
420,346
3,504,018
6,821,004
2,100,654
735,676
417,081
3,005,340
47,293
120,397,519 9,833,736
106,925,071
-

2,642,034
58,122,219
243,330,234
9,492,429
8,447,878
41,773,757
5,024,985
5,639,232
4,609,054
379,081,822
338,866,086

Accumulated depreciation and impairment


Depreciation/
Eliminated
Balance
Balance
amortisation
on disposal
as at
as at
expense for
of assets
31 March,2015 31 March, 2015
the year
1,653,947
13,627,686
622,562
808,686
4,317,445
842,576
702,822
592,390
23,168,114
15,296,776

1,824,328

21,454,864
103,353,896
4,695,625
4,312,704
11,138,449
3,678,906
1,119,903
3,645,023
153,399,369
120,397,519

2,642,034
36,667,355
139,976,338
4,796,804
4,135,174
30,635,308
1,346,079
4,519,329
964,031
225,682,453
218,468,567

Net Block
Balance
as at
31 March, 2014

2,642,034
35,994,243
145,641,723
4,390,390
4,261,923
16,837,438
2,464,963
5,222,151
1,013,701
218,468,567
193,091,476

Note 11 Fixed assets (contd.)


B. Intangible assets
Balance
as at
1 April, 2014
(a) Goodwill
(b) Technical Knowhow
(c ) Computer software
Total
Previous year
B. Intangible assets

(a) Goodwill
(b) Technical Knowhow
(c ) Computer software
Total
Previous year

37040
4,364,500
5279751
9,681,291
4,966,335

Gross block
Disposals
Balance
as at
31 March, 2015

Additions

208,821
208,821
4,714,956

37,040
4,364,500
5,488,572
9,890,112
9,681,291

Balance
Amount
as at
transferred
1 April, 2014 to reserve
872,900
3,090,414
3,963,314
2,090,667

Accumulated depreciation and impairment


Depreciation/
Eliminated
Balance
Balance
amortisation
on disposal
as at
as at
expense for
of assets
31 March,2014 31 March, 2014
the year
872,900
821,425
1,694,325
1,872,647

54

1,745,800
3,911,839
5,657,639
3,963,314

37,040
2,618,700
1,576,733
4,232,473
5,717,977

Net Block
Balance
as at
31 March, 2013
37,040
3,491,600
2,189,337
5,717,977
2,875,668

Patels Airtemp (India) Ltd.


As at
31-3-2015
`

PARTICULARS

As at
31-3-2014
`

Note 12 Non-current investments


Quoted
B. Other investments
Investment in equity instruments
(i) 14,000 Equity Shares of M/s. Gujarat
State Financial Corporation of ` 10/each purchased @ 20/- per share
Total - Other investments (B)
Total
Less :
Provision for diminution in value of investment
Aggregate amount of quoted investments
Market Value

280,000
280,000
280,000
280,000

Unquoted

Note 13 Long-term loans and advances


(a) Deposits
(b) Advance income tax
(c ) Balance with Govt authorities
(d) Advance for Capital Expenditure
Total

Total

Quoted Unquoted

280000
280,000
280,000
280,000
280,000
259,700
20,300
20,300

280000
280,000
280,000
280,000

Total

280000
280,000
280,000
280,000
280,000
259,700
20,300
20,300

3554666
334,469
559,535
4,448,670

2,210,418
4,215,695
439,865
1,548,587
8,414,565

21,624,433

47,718,498

9,281,841
30,906,274

6,873,423
54,591,921

Note 15 Inventories
(As taken, valued and certified by a director)
Raw Materials (Including goods in transit ` 17536031
(P.Y. ` 25388099)
Work In Progress
Finished Goods
Stock in trade (acquired for trading)
Total

102324466
156623868
2023718
3,371,749
264,343,801

122,657,719
106,571,806
2,064,882
4,233,659
235,528,066

Note 16 Trade receivables


(Unsecured Considered Good)
(Secured, considered good)
(i) Trade receivables Outstanding for a period exceeding six months
(ii) Others
Total

22,118,475
207,461,041
229,579,516

14,972,688
115,007,392
129,980,080

653269

736,587

134,242,320
73,036,958

82,294,762
65,229,558

1,504,152
10,773,141
907,802
221,117,642

1,569,163
15,908,596
165,738,666

2,553,293
20,638,820
33,211,800
56,403,913

2,038,180
18,707,907
6,502,780
27,248,867

Note 14 Other non-current assets


(Secured, considered good)
(a) Long-term trade receivables
(b) Accruals
(i) Interest accrued on deposits
Total

Note 17 Cash and cash equivalents


(a) Cash on hand
(b) Balances with banks
(i) In current accounts
(ii) In deposit accounts / Margin Money A\c
(Includes ` 73036958 [P.Y ` 25229557]
maturing after 12 Months from Reporting date)
(iii) In earmarked accounts
- Unpaid dividend accounts
(iv) In EEFC Account
(v ) Debit Balance in CC Account
Total
Note 18 Short-term loans and advances
(a) Prepaid expenses
(b) Balances with government authorities
(c ) Advance to Suppliers
Total

55

23 rd Annual Report 2014-2015


For the year
ended
31 March, 2015
`

For the year


ended
31 March, 2014
`

- Domestic

945,086,853

479,879,719

- Export

219,893,626

250,291,865

1,164,980,479

730,171,584

PARTICULARS

Note 19 Revenue from operations


(a) Sale of products (Refer Note (i) below)

(b) Sale of services (Refer Note (ii) below)


(c ) Other operating revenues (Refer Note (iii) below)

5,850,361

5,497,719

43,310,368

18,083,178

1,214,141,208

753,752,481

86676995

46,229,998

1,127,464,213

707,522,483

Less:
(d) Excise duty
Total
(i)

Sale of products comprises (Net)


Manufactured goods
1.

Heat Exchanger & Accessories

519,681,268

276,133,732

2.

Steam Coil / Heaters

30,087,718

20,596,221

3.

Air Conditioning & Refrigeration

18,546,877

34,465,713

4.

Air Cooled Heat Exchanger & Accessories

454,776,234

264,255,374

5.

Presure Vessels & Accessories

3,680,000

40,658,120

6.

Finned Tubes / Fine Tube Bundles / Elements

4,597,025

7.

Other Plants Equipments & Accessories

6,745,006

8,123,003

Trading Goods
1

Window & Split AC with Acessories

44,786,381

35,112,398

1,078,303,484

683,941,586

Processing Charges (TDS ` 52571/- P.Y ` 105148/-)

5,850,361

5,497,719

Total - Sale of services

5,850,361

5,497,719

Total - Sale of manufactured goods


(ii)

Sale of services comprises:

(iii) Other operating revenues comprise:


Insurance Charges Receipt

94,273

34,846,413

7,435,113

Inspection Charges Receipt

311,529

Octroi Charges Receipt

106,485

233,933

316,811

40,450

Transportation Charges

Packing Charges Receipt


Professional Charges
Sales Commission

274,094

Service Tax Set Off

3,377,921

2,520,764

Foreign Exchange Fluctuation

1,107,115

927,963

Duty Draw Back

3,744,986

6,055,696

43,310,368

18,083,178

1,127,464,213

707,522,483

Total - Other operating revenues


Total Revenue From Operations

56

Patels Airtemp (India) Ltd.

Note Particulars
Note 20 Other income
(a) Interest income (TDS of ` 360215/- (P. Y. 465005/-)
(b) Interest on I. T. Refund
Total
(i) Interest income comprises:
Interest from banks on:
deposits
Interest on Deposit with GEB
Interest on I. T. Refund
Total - Interest income
Note 21 Cost of materials consumed
Opening stock
Add: Purchases
Less: Closing stock
Cost of material consumed
Material consumed comprises:
Iron & Steel Flanges
Non Ferrous (Copper / Brass Tubes)
Non Ferrous (Copper / Allu / Brass Plates)
Pipes & Tubes
Other Material
Less
Cenvat & VAT Setoff
Total
Note 22 Purchase of traded goods
Traded goods
Total
Trading Goods comprises:
Window & Split AC with Acessoires
Total

For the year


ended
31 March, 2015
`

For the year


ended
31 March, 2014
`

3,722,385
497,480
4,219,865

4,899,744
4,899,744

3,602,143
120,242
497,480
3,722,385

4,765,356
134,388
4,899,744

122,657,719
618,999,909
741,657,628
102,324,466
639,333,162

60,386,710
375,019,770
435,406,480
122,657,719
312,748,761

330,918,433
43,021,912
61,559,970
151,689,733
146,329,397
733,519,445
94,186,283
639,333,162

172,408,569
33,361,084
41,371,384
67,742,977
47,517,253
362,401,267
49,652,506
312,748,761

38035564
38,035,564

34,394,089
34,394,089

38,035,564
38,035,564

34,394,089
34,394,089

Note 23 Changes in inventories of finished goods, work-in-progress and stock-in-trade


Inventories at the end of the year:
Finished goods
2,023,718
Work-in-progress
156,623,868
Stock-in-trade
3,371,749
162,019,335
Inventories at the beginning of the year:
Finished goods
2,064,882
Work-in-progress
106,571,806
Stock-in-trade
4,233,659
112,870,347
Net Increase / (Decrease)
49,148,988

2,064,882
106,571,806
4,233,659
112,870,347
504,423
140,267,015
944,243
141,715,681
-28,845,334

23.a Details of Finished Goods


Air Cooled Heat Exchanger
Steam Coil Air Preheater
Others
TOTAL

832,500
1,191,218
2,023,718

816,220
1,167,922
80,740
2,064,882

23.b Details of Trading Goods


Window & Split AC with Acessoires
TOTAL

3,371,749
3,371,749

4,233,659
4,233,659

57

23 rd Annual Report 2014-2015

PARTICULARS
Note 24 Employee benefits expense
Salaries and wages
Contributions to provident and other funds
Staff welfare expenses
Total
Note 25 Other Manufacturing Expense
Labour Charges
Factory Expenses
Consumption of stores and welding Acessories
Consumption of loose tools
Consumption of packing materials
Power and fuel
Total
Note 26 Finance costs
(a) Interest expense on:
(i) Borrowings
(ii) On Unsecured Loan
(iii) Others
- Interest on delayed / deferred payment of income tax
- Others
(b) Other financial charges
Total
Note 27 Other expenses
Late Delivery Charges
Sitting Fees
Repairs and maintenance - Buildings
Repairs and maintenance - Machinery
Repairs and maintenance - Others
Insurance
Rates and taxes
Communication and Telephone Expenses
Travelling and conveyance
Printing and stationery
Freight and forwarding
Sales Tax Expenses
Sales commission
Business promotion expenses
Donations and contributions
Legal and professional
Payments to auditors
Balances Written off (net)
Corporate Social Responsibilty Contribution
Kasar Vatav/ Rate Difference
Provision for diminution in value of Investment
Miscellaneous expenses
Total
(i) Payments to the auditors comprises
As auditors - Statutory audit
- Tax Audit
- Taxation Matters
- Management Services
- Company Law Matters
- Certification fees & Other Services
- Reimbersement of Expenses
Total

58

For the year


ended
31 March, 2015
`

For the year


ended
31 March, 2014
`

54,768,762
6,076,329
2,425,251
63,270,342

48,723,634
4,454,146
2,389,702
55,567,482

90,458,512
11,592,360
26,935,799
30,707,343
4,931,504
10,239,660
174,865,178

47,061,403
8,864,699
15,814,044
20,110,618
3,557,110
6,983,969
102,391,843

8,823,277
5,457,849

2,064,505
5,300,709

40,097
12,445,687
26,766,910

1,370
149,119
4,406,340
11,922,043

20,625,012
30,000
1,221,658
10,490,608
3,067,563
334,551
553,918
1,929,051
9,757,022
1,877,035
36,181,248
106,235
653,300
872,178
500,000
11,021,273
105,433
924,601
1,505,000
4,544,453
11,164,063
117,464,202

17,630,488
25,500
1,873,473
9,626,228
2,240,262
215,539
353,326
2,071,440
7,270,859
1,411,120
17,859,115
109,347
797,935
503,041
1,000,000
1,790,959
105,433
1,597,506
559,249
259,700
9,506,201
76,806,721

79,388
10,500
15,545
105,433

79,388
10,500
15,545
105,433

Patels Airtemp (India) Ltd.


28. Capital Commitments & Contingent Liabilities not provided for:
a)

Contingent Liabilities

(` in lacs)

Particulars

As at 31/03/2015

As at 31/03/2014

Outstanding Bank Guarantees


Outstanding Foreign Bank Guarantees

3185.83
US$ 24,48,814.67

1671.48
US$ 70143.69

Outstanding Inland Letter of Credit


Outstanding Foreign Letter of Credit

34.42
US$ 30,17,342.45

75.98
NIL

b)

Capital Commitments
Estimated amount of contracts remaining to be executed on capital account[net of advances]
and not provided for ` NIL Lacs (P.Y ` 12.37 Lacs)

29. RELATED PARTY INFORMATION


The company has transactions with following related parties
a) Associates

Thermflow Engineers Pvt. Ltd.


Shiv Fin trade Pvt. Ltd.

b) Key Management Personal

1. Narayanbhai G. Patel
2. Narendrabhai G. Patel
3. D.C.Narumalani
4. Prakashbhai N. Patel
5. Sanjivkumar N. Patel
6. Kamlesh R. Shah (CFO)
7. Karansingh I Karki (CS)

c) Relative of Key Managerial Person

1. Sitaben Patel

Note: Related Parties have been identified by the Management.


Name of Party

Narayanbhai G. Patel

Prakashbhai N. Patel

Sanjivkumar N. Patel

Nature of
relationship

Nature of Transaction Transactions


Balance
during the
at the end
year (in `)
of the year

Chairman & M.D

Director

Director

59

Remuneration

23,56,519
(22,64,660)

Interest

31,35,699
(Nil)

Loan taken

4,48,00,000
(Nil)

Loan Repaid

3,81,00,000
(Nil)

Remuneration

24,04,406
(23,33,937)

Interest

3,72,861
(Nil)

Loan taken

46,25,000
(Nil)

Loan Repaid

5,00,000
(Nil)

Remuneration

21,98,710
(21,60,000)

67,00,000
(Nil)

41,25,000
(Nil)

1,63,50,000
(Nil)

23 rd Annual Report 2014-2015


Name of Party

Nature of
relationship

Nature of Transaction Transactions


Balance
during the
at the end
year (in `)
of the year
Interest

13,52,033
(Nil)

Loan taken

1,64,50,000
(Nil)

Loan Repaid

1,00,000
(Nil)

Narendrabhai G. Patel

Director

Remuneration

22,09,183
(21,87,950)

Nil

D.C. Narumalani

Director

Remuneration

22,18,930
(22,18,280)

Nil

Wife of Director

Sale of Air conditioner

Nil
(1,03,512)

(Nil)
Nil

Associate Concern

Interest

Nil
(50,78,057)

NIL
(NIL)

Loan taken

Nil
(80,00,000)

Loan Repaid

Nil
(6,07,62,204)

Sitaben Patel
Themflow Engineers
Pvt. Ltd.

Shiv Fintrade Pvt. Ltd.

Associate Concern

Interest

5,97,256
NIL
(2,22,652) (5,65,00,387)

Loan taken

45,00,000
(5,63,00,000)

Loan Repaid

6,08,00,000
(Nil)

Kamlesh R. Shah

Chief Financial Officer

Remuneration

7,02,660

NIL

Karansinh I Karki

Company Secretary

Remuneration

2,51,370

NIL

30. As per the information given to us, the Company has provided ` NIL (P.Y. ` 2,59,700/-) as permanent
diminution in value of Investment.
31. SEGMENT INFORMATION
Primary Segment Business Segment
The Companys operation predominantly comprise of only one segment. In view of the
same,separate segmental information is not required to be disclosed as per the requirement of
Accounting Standard 17
Secondary Segment Geographical Segment
The analysis of geographical segment is based on the geographical location of the customers.
The geographical segments considered for disclosure are as follows:
Sales within India include sales to customers located within India.
Sales outside India include sales to customers located outside India.
Information pertaining to Secondary Segment
Gross revenue from operations as per Geographical Locations

60

Patels Airtemp (India) Ltd.


Particulars

Year ended
31-Mar-15

Year ended
31-Mar-14

Within India

94,50,86,853

47,98,79,719

Canada

20,15,74,558

22,43,45,137

Nigeria

42,10,920

83,70,638

Indonesia

11,26,548

1,13,40,306

1,29,81,600

6235784

1,16,49,80,479

73,01,71,584

Zambia
Total
32. EARNING PER SHARE
Particulars

31-03-2015

31-03-2014

- Net Profit for the year

6,20,23,605

4,66,44,887

5,070,240

5,070,240

12.23

9.20

- Number of Equity Shares


Basic & Diluted Earning per Share (Price per share ` 10)

33. In the opinion of the Board of Directors, the current assets, loans and advances are approximately
of the value stated, if realized in the ordinary course of business. The provisions for depreciation
and all known and ascertained liabilities are adequate and not in excess of the amounts reasonably
necessary.
34. Balances of Unsecured Loan, Trade Receivable and Payables & loans and advances are subject
to confirmation from respective parties.
35. During the Current year, the Company has implemented Schedule II of the Companies Act, 2013,
effective from 1st April, 2014, and has accordingly computed the depreciation based on revised
useful life of the of the fixed assets, prescribed by Schedule II of the act. The Carrying Value of the
fixed assets of ` 66.43 Lacs (net of deferred tax credit of ` 31.91 Lacs) which have completed their
useful life as on 1st April 2014 has been adjusted in the opening balance of retained earnings as
on 01-04-2014.
36. Corporate Social Responsibility
(a) Gross amount required to be spent by the company during the year ` 15,04,309/(b) Amount spent during the year on:

(i) Construction/acquisition of any asset


(ii) On purposes other than (i) above

In cash

Yet to be paid
in cash

Total

N.A.

N.A.

N.A

15,05,000

NIL

15,05,000

37. EMPLOYEE BENEFIT OBLIGATION


As per Accounting Standard 15 Employee Benefits, the disclosures of Employee benefits as
defined in the Accounting Standard are given below :
Defined Contribution Plan:
Contribution to Defined Contribution Plan, recognized as expense for the year is as under :
Particulars
Employers Contribution to Provident Fund

(`)

2014-15

2013-14

25,75,951

25,85,529

The company has taken defined benefit plan i.e. Employee Group Gratuity Scheme from the Life
Insurance Corporation (LIC) of India which provides Gratuity linked to the final salaries and is
funded in a manner such that the contribution are set at a level that is expected to be sufficient to
pay the benefits falling due in the same period. It is not practicable to determine the present value
of the Companys obligation or the related current service cost as the LIC compute its obligation
on its own basis that differ materially from the basis used in the Companys financial statements

61

23 rd Annual Report 2014-2015


i.e. the company recognized / charged only the amount paid to the LIC as a contribution towards
Gratuity Scheme.
The expense recognized in the statement of Profit & Loss, which is equal to the contribution due /
paid for the year.
38. Micro, Small & Medium Enterprise
As per the Micro, Small & Medium Development Act, 2006 and to the extent of the information
available, amounts unpaid as at the year end together with the interest paid / payable, is as
follows:
Particulars

2014-15

2013-14

3,41,84,096

2,51,21,981

Interest Paid under MSMED Act, 2006

NIL

NIL

Interest due (Other than 23.3 (b))

NIL

NIL

Interest accrued and unpaid

NIL

NIL

Interest due and payable till actual payment

NIL

NIL

The Principal Amount

39. Value of Imported And Indigenous - Materials, Stores And Spare Parts Consumed And
Percentage Thereof.
[1] MANUFACTURING ACTIVITY
(amount ` in)
Raw Materials

2014-15
Value (`)

a)

Imported

b)

Indigenous

TOTAL :-

2013-14
(%)

Value (`)

(%)

7,52,38,015

11.77

94,88,213

3.03

56,40,95,147

88.23

30,32,60,548

96.97

63,93,33,162

100.00

31,27,48,761

100.00

[2] STORES & TOOL CONSUMED


(amount ` in)
Particulars

2014-15
Value (`)

a)

Imported

b)

Indigenous

TOTAL :-

2013-14
(%)

29,74,153

Value (`)

(%)

5.16

2,45,541

0.68

5,46,68,989

94.84

3,56,79,121

99.32

5,76,43,142

100.00

3,59,24,662

100.00

[3] TRADING GOODS


(amount ` in)
Particulars

2014-15
Value (`)

a)

Imported

b)

Indigenous

TOTAL :-

2013-14
(%)

Value (`)

(%)

3,80,35,564

100.00

3,43,94,089

100.00

3,80,35,564

100.00

3,43,94,089

100.00

40. C.I.F. value of Imports


Particulars

Year ended
31.03.2015
(`)

Year ended
31.03.2014
(`)

i)

Capital Goods

9,92,061

2,24,84,334

ii)

Raw Materials

5,61,44,550

4,03,43,788

iii)

Consumable Tools

29,74,153

2,45,541

62

Patels Airtemp (India) Ltd.


41. Expenditure in foreign currency
i)

Subscription and Registration Fees

27,64,143

19,49,721

ii)

Repairs to Plant & M/c.

22,02,599

24,52,387

iii)

Foreign Traveling Expenditure

16,35,639

9,94,628

21,98,93,626

25,02,91,865

42. Earning in Foreign Exchange


Earning in foreign Exchange (FOB Value of Exports)

43. Previous years figures have been re-grouped/rearranged wherever necessary to make them
comparable with current years figures.
Significant Accounting Policies : A
-: Notes on Financial Statement - 1 to 43 :As per our report of even date
For, PARIKH & MAJMUDAR
CHARTERED ACCOUNTANTS
FR NO. 107525W

For and on behalf of the Board of Directors of


PATELS AIRTEMP (INDIA) LTD.

C.A. Dr. HITEN PARIKH


PARTNER
M NO. 040230

NARAYANBHAI G. PATEL
CHAIRMAN & MANAGING DIRECTOR
DINNO : 00023107

SANJIVKUMAR N. PATEL
DIRECTOR
DINNO : 02794095

KARANSINGH I. KARKI
COMPANY SECRETARY

KAMLESH R. SHAH
CHIEF FINANCIAL OFFICER

Place : AHMEDABAD
Date : 20-05-2015

Place : RAKANPUR
Date : 20-05-2015

63

IN
IS
TE
N P
TI A
O G
N E
A
LL
Y

TH

H
LE A S
FT
B BE
LA E
N N
K

23 rd Annual Report 2014-2015

64

Patels Airtemp (India) Ltd.


GREEN INITIATIVE
Dear Shareholder,
Green Initiative in Corporate Governance : Go Paperless

The Ministry of Corporate Affairs (MCA) has taken a Green Initiative in Corporate Governance
(Circular No.17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011) allowing
paperless compliances byCompanies through electronic mode. This move by the Ministry is
welcome since it will benefit the society atlarge through reduction in paper consumption and
contribution towards a Greener Environment. It will alsoensure prompt receipt of communication
and avoid loss in postal transit.
In the spirit of the above circulars issued by MCA, Shareholders who have not registered their
email address are requested to register their email addresseswith their concerned Depository
Participant (DP with whom you maintain your Demat Account) to receive communication through
electronic mode. Shareholders can also register their email address with M/S. Bigshare Services
Private Limited, R & T or by email us at share@patelsairtemp.com quoting your Folio No. /Client ID
-DP ID/No of Shares held.
Alternatively, Shareholders may also write to our R & T at the following Address:
M/S. Bigshare Services Private Limited
(Unit: Patels Airtemp India Ltd.)
E-2/3, Ansa Industrial Estate,
Sakivihar Road, Saki Naka, Andheri (E), Mumbai-400 072
Tel: 022-28470652 Fax No: 022-2875207
Email:investor@bigshareonline.com
Website: www.bigshareonline.com
Please note that these documents will also be available on the Companys website:
www.patelsairtemp.com. Any physical copies of the same will also be available at the Registered
Office in Ahmedabad for inspectionduring office hours. Please also note that as a shareholder, you
are entitled to receive all these documents free of cost upon receiptof a requisition from you in
physical form.
We are sure, that as a responsible citizen, you will whole-heartedly support this initiative and cooperate withthe Company to make it a success.
Thanking You,
Yours Faithfully,
For, Patels Airtemp (India) Ltd.
Narayanbhai G. Patel
Chairman and Managing Director

65

NECS MADATE FORM


PLEASE FILL UP THIS FORM AND ARRANGE TO SEND IT TO :
The following address if shares are held in physical Form OR To your DP if shares are held in
demat Form
To,
M/S. Bigshare Services Pvt. Ltd.
Unit: Patels Airtemp (India) Ltd.
E-2/3, Ansa Industrial Estate,
Sakivihar Road, Saki Naka,
Andheri (E),
Mumbai-400 072
Dear Sir,
Sub: Payment of Dividend through NECS
I/we hereby give my/our mandate to credit my/our Dividend on the shares held by me/us under the
Folio mentioned directly to my/our Bank Account through the Electronic Clearing System (ECS)/ to
prepare my/our dividend warrant with details of my/our Bank Account No. and Name of the Bank &
Branch.
The Details of the Bank Account are given below.
Name of First/Sole
Shareholder
(IN BLOCK LETTERS)
Folio No./DP ID & Client
ID No.
Name of Bank in Full
Branch Name
Address & Telephone
No. of the Bank
9 MICR Code No. of the
Bank & Branch as
appearing on the Cheque
issued by the Bank
Type of Account with Code Saving Bank-10
A/c No. as Appearing on
Cheque Book

Current-11

Cash Credit.-13

PAN/GIR No.
Address of the Shareholder
*11-Digit IFSC Code
Signature of the First
Registered Shareholder
(As per the specimen
signature with the
Company / DP)

Date :
Place :

*The Company, its Registrars and Bankers will make best endeavors to remit dividend through NECS. However, for non CBS
branches of the banks, the IFSC Code will be utilized to remit the dividend either by National Electronic Funds Transfer
(NEFT) or Real Time Gross Settlement (RTGS). The branch where you operate your bank account will assist you to provide
the IFSC, a 11-digit code to enable the remittance through NEFT or RTGS.
**I/We enclose a blank cancelled cheque.

Patels Airtemp (India) Ltd.


CIN : L29190GJ1992PLC017801
Regd. Office : 5th Floor, Kalpana Complex, Nr. Memnagar Fire Station,
Navrangpura, Ahmedabad 380 009.
Members Folio No/Client ID : _____________________

Nos. of Shares held : _____________________

ATTENDANCE SLIP
I hereby record my presence at the Twenty Third Annual General Meeting of the Company, to be held on
Saturday, the 19th September, 2015 at 10.00 a.m. at the Registered Office of the Company at 5th Floor,
Kalpana Complex, Nr. Memnagar Fire Station, Navrangpura, Ahmedabad-380 009.
FULL NAME OF MEMBER / PROXY
(IN BLOCK LETTERS)
MEMBERS / PROXY SIGNATURE
NOTES: 1. You are requested to sign and hand over this attendance slip at the entrance.
2. If you intend to appoint a proxy to attend the meeting instead of yourself the proxy form must be deposited at the Registered
Office of the Company at 5th Floor, Kalpana Complex, Nr. Memnagar Fire Station, Navrangpura, Ahmedabad - 380 009 not
less than 48 hours before the time fixed for holding the meeting.
3. Members are requested to bring their copies of the Annual Report to the meeting, since further Copies will not be available.

Patels Airtemp (India) Ltd.


CIN : L29190GJ1992PLC017801
Regd. Office : 5th Floor, Kalpana Complex, Nr. Memnagar Fire Station,
Navrangpura, Ahmedabad 380 009.
FORM NO. MGT-11
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Name of the member(s) :

Registered Address :

Registered Address :

*DP ID :

No. of Shares held :


*Client ID/Folio No. :
I / We, being the member(s) of __________________ Shares of the above named company, hereby appoint:
1. Name :
Address :
E-mail Id :
Name :
Address :

Signature :

, or failing him

2.

Signature :

, or failing him

3.

E-mail Id :
Name :
Address :
E-mail Id :

Signature :

, or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 23rd Annual General
Meeting of the Copany, to be held on Saturday, the 19th September, 2015 at 10.00 a.m. at the Registered
Office of the Company at 5th Floor, Kalpana Complex, Nr. Memnagar Fire Station, Navrangpura, Ahmedabad380 009 and at any adjournment thereof in respect of such resolutions as are indicated below:
Sr. Resolution(s)
No.
1. To approve and adopt the Audited Balance Sheet as on 31st March, 2015 and Statement
of Profit & Loss for the year ended on that date and the Reports of the Directors and
Auditors thereon.
2. To declare dividend.
3. To appoint a director in place of Shri Sanjivkumar. N. Patel (DIN No: 02794095), who
retires by rotation and being eligible to offer himself for re-appointment.
4. Re-appointment M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad having
Registration No. 107525W, chartered Accountants as Statutory Auditors & fixing their
remuneration.
5. To Appoint Smt. Veenaben B. Patel (DIN: 07131341) as an Independent/Non Executive
Woman Director.
6. To Appoint Shri Narayanbhai G. Patel (DIN:00023107) as Chairman & Whole-time
Director for a period of five years.
7. To Appoint Shri Prakashbhai N. Patel (DIN: 00249210) as Managing Director for a
period of five years.
8. To Appoint Shri Sanjivkumar N. Patel (DIN:02794095) as Managing Director for a period
of five years.

For

Vote
Against

Signed this ______________ day of _____________ 2015


Signature of shareholder : ____________________
Signature of Proxy holder(s) : ____________________
NOTES:

Affix ` 1/Revenue
Stamp
Signature of ths shareholder
across Revenue Stamp

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the
Company not less than 48 hours before the commencement of the Meeting
2. The proxy need not be a member of the company.